Common use of Notices of Certain Events Clause in Contracts

Notices of Certain Events. During the Interim Period, each of Parent and the Company shall promptly notify the other of: (a) any notice from any Person alleging or raising the possibility that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action or other rights by or on behalf of such Person or result in the loss of any rights or privileges of the Company (or Parent Parties, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assets; (b) any notice or other communication from any Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements; (c) any Actions commenced or, to the Knowledge of Parent or the Company, as applicable, threatened, relating to or involving or otherwise affecting either party or any of their stockholders or their equity, assets, or business or that relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements; (d) the occurrence of any fact or circumstance that constitutes or results, or would reasonably be expected to constitute or result in, a Material Adverse Effect; and (e) any inaccuracy of any representation or warranty of such party contained in this Agreement, or any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, that would reasonably be expected to cause any of the conditions set forth in Article IX not to be satisfied by the Closing; provided, however, that no such notification or failure to provide such notification pursuant to clause (d) or clause (e) of this Section 6.4 shall affect the representations, warranties, covenants, agreements or obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement, and a failure to comply with clause (d) or clause (e) of this Section 6.4 shall not, of itself, cause the condition stated in Section 9.2(a) or Section 9.3(a), as the case may be, to fail to be satisfied.

Notices of Certain Events. During the Interim Period, each Each of Parent and the Company and Parent shall promptly notify advise the other of: of (a) any notice or other communication from any Person alleging or raising the possibility that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action or other rights by or on behalf of such Person or result in the loss of any rights or privileges of the Company (or Parent Parties, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assets; Transactions; (b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement Transactions; or the Additional Agreements; (c) any Actions commenced orchange, to the Knowledge of Parent event or the Company, as applicable, threatened, relating to or involving or otherwise affecting either party or any of their stockholders or their equity, assets, or business or fact that relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements; (d) the occurrence of any fact or circumstance that constitutes or results, it believes would or would reasonably be expected to constitute or result in, a Material Adverse Effect; and (e) any inaccuracy of any representation or warranty of such party contained in this Agreement, or any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, that would reasonably be expected to cause any of the conditions set forth in Article IX not to be satisfied by the ClosingVII becoming incapable of being timely satisfied; provided, however, provided that no such notification shall (i) affect or failure be deemed to provide such notification pursuant to clause (d) affect or clause (e) of this Section 6.4 shall affect the representationsmodify any representation, warrantieswarranty, covenantscovenant or agreement contained herein, agreements or obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of any Party to consummate the parties under Closing as set forth in Article VII or otherwise prejudice in any way the rights and remedies of any Party hereunder, (ii) be deemed to affect or modify any Party’s reliance on the representations, warranties, covenants and agreements made by the other Party in or pursuant to this AgreementAgreement or (iii) affect or be deemed to amend or supplement the appropriate section of the Company Disclosure Letter or the Parent Disclosure Letter, and as applicable, for purposes of the conditions to closing set forth in Article VII or otherwise or prevent or cure any misrepresentation or breach of representation, warranty, covenant or agreement. Each Party agrees that notwithstanding anything in this Agreement to the contrary, a failure by either Party to comply with clause (dits obligations pursuant to this Section 6.12 shall not constitute a breach or failure to perform the conditions set forth in Sections 7.2(b) or clause (e) of this Section 6.4 shall not, of itself, cause the condition stated in Section 9.2(a) or Section 9.3(a7.3(b), as the case may be, to fail to be satisfiedapplicable.

Notices of Certain Events. During the Interim Period, each of Parent and the Company shall promptly notify the other Company in writing of: (a) any Parent Material Adverse Effect; (b) any change which makes it likely that any representation and warranty set forth in this Agreement regarding the Parent or Merger Subsidiary is not or will not be true at the Closing; (c) 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 the Company to effect the transactions contemplated by this Agreement not to be satisfied; (d) the material failure of Parent or Merger Subsidiary 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 the Company to effect the transactions contemplated by this Agreement not to be satisfied; (e) any notice or other communication from any Person alleging or raising the possibility that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action or other rights by or on behalf of such Person or result in the loss of any rights or privileges of the Company (or Parent Parties, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assetsAgreement; (bf) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements;Agreement; and (cg) any Actions actions, suits, claims, investigations or proceedings commenced or, to the Knowledge of Parent or the CompanyParent's knowledge, as applicable, threatenedthreatened against, relating to or involving or otherwise affecting either party Parent or any of their stockholders or their equity, assets, or business or Merger Subsidiary that relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements; (d) the occurrence of any fact or circumstance that constitutes or results, or would reasonably be expected to constitute or result in, a Material Adverse Effect; and (e) any inaccuracy of any representation or warranty of such party contained in this Agreement, or any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, that would reasonably be expected to cause any of the conditions set forth in Article IX not to be satisfied by the Closing; provided, however, that no such notification or failure to provide such notification the delivery of any notice pursuant to clause (d) or clause (e) of this Section 6.4 7.01 shall not cure any breach of any representation or warranty or otherwise limit or affect the representations, warranties, covenants, agreements or obligations of the parties (or rights and remedies with respect thereto) or the conditions available to the obligations of the parties under this Agreement, and a failure to comply with clause (d) or clause (e) of this Section 6.4 shall not, of itself, cause the condition stated in Section 9.2(a) or Section 9.3(a), as the case may be, to fail to be satisfiedCompany.

Notices of Certain Events. During the Interim Period, each Each of Parent and the Company and Parent shall promptly notify and provide copies to the other of: of (a) any material written notice from any Person alleging or raising the possibility that the approval or consent of such Person is or may be required in connection with the Offer, the Merger or the other transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action or other rights by or on behalf of such Person or result in the loss of any rights or privileges of the Company (or Parent PartiesAgreement, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assets; (b) any written notice or other communication from any Governmental Authority or securities exchange in connection with the Offer, the Merger or the other transactions contemplated by this Agreement or the Additional Agreements; Agreement, (c) any Actions Proceeding or investigation, commenced or, to its Knowledge, threatened against, the Knowledge of Parent or the Company, as applicable, threatened, relating to or involving or otherwise affecting either party Company or any of their stockholders its Subsidiaries or their equityParent or any of its Subsidiaries, assetsas the case may be, that would be reasonably likely to (i) prevent or business or that relate to materially delay the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement hereby or (ii) result in the failure of any condition to the Offer set forth in Annex A or the Additional Agreements; Merger set forth in Section 9.1 to be satisfied, or (d) the occurrence of any fact or circumstance that constitutes or results, event which would or would be reasonably be expected likely to constitute (i) prevent or materially delay the consummation of the Offer, the Merger or the other transactions contemplated hereby or (ii) result in, a Material Adverse Effect; and (e) any inaccuracy in the failure of any representation or warranty of such party contained in this Agreement, or any failure of such party condition to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, that would reasonably be expected to cause any of the conditions Offer set forth in Article IX not to be satisfied by the Closing; provided, however, that no such notification or failure to provide such notification pursuant to clause (d) or clause (e) of this Section 6.4 shall affect the representations, warranties, covenants, agreements or obligations of the parties (or remedies with respect thereto) Annex A or the conditions to the obligations of the parties under this Agreement, and a failure to comply with clause (d) or clause (e) of this Section 6.4 shall not, of itself, cause the condition stated Merger set forth in Section 9.2(a) or Section 9.3(a), as the case may be, to fail 9.1 to be satisfied; provided that the delivery of any notice pursuant to this Section 8.4 shall not (x) affect or be deemed to modify any representation, warranty, covenant, right, remedy, or condition to any obligation of any Party hereunder or (y) update any section of the Company Disclosure Letter.

Notices of Certain Events. During From the Interim Perioddate of this Agreement until the Closing Date, each of Parent the Company and the Company New Investor shall promptly notify the other of: (a) any notice or other communication from any Person alleging or raising the possibility that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action or other rights by or on behalf of such Person or result in the loss of any rights or privileges of the Company (or Parent Parties, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assetsTransactions; (b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional AgreementsTransactions; (c) any Actions actions, suits, claims, investigations or proceedings commenced or, to the Knowledge of Parent or the Companyits knowledge, as applicable, threatenedthreatened against, relating to or involving or otherwise affecting either party the Company or any of their stockholders its Subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.12 or their equity3.13, assets, or business or that relate to or affect the consummation of the transactions contemplated by this Agreement or the Additional AgreementsTransactions; (d) the occurrence or non-occurrence of any fact or circumstance that constitutes event which would be reasonably likely: (i) to cause any representation or resultswarranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Closing Date, or (ii) to cause any covenant, condition or would reasonably agreement under this Agreement not to be expected to constitute complied with or result in, a Material Adverse Effectsatisfied; and (e) any inaccuracy of any representation or warranty of such party contained in this Agreement, or any failure of such party the Company or the New Investor, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, that would reasonably be expected to cause any of the conditions set forth in Article IX not to be satisfied by the Closing; provided, however, that no such notification or failure to provide such notification pursuant to clause (d) or clause (e) of this Section 6.4 shall affect the representations, warranties, covenants, agreements representations or obligations warranties of the parties (or remedies with respect thereto) any party or the conditions to the obligations of the parties under this Agreement, and a failure to comply with clause (d) or clause (e) of this Section 6.4 shall not, of itself, cause the condition stated in Section 9.2(a) or Section 9.3(a), as the case may be, to fail to be satisfiedany party hereunder.

Notices of Certain Events. During the Interim Period, each Each of Parent and the Company and Parent shall promptly notify the other of: (a) any notice or other communication from any Person alleging or raising the possibility that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action or other rights by or on behalf of such Person or result in the loss of any rights or privileges of the Company (or Parent Parties, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assetsAgreement; (b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements(other than such communications contemplated in Section 8.01, which shall be governed by such Section); (c) any Actions commenced or, to the Knowledge of Parent or the Companyits Knowledge, as applicable, threatenedthreatened against, relating to or involving or otherwise affecting either party the Company or any of their stockholders its Subsidiaries or their equityParent and any of its Subsidiaries, assetsas the case may be, or business that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any Section of this Agreement or that relate to the consummation of the transactions contemplated by this Agreement or the Additional AgreementsAgreement; (d) the occurrence Knowledge of any fact or circumstance that constitutes or results, or would reasonably be expected to constitute or result in, a Material Adverse Effect; and (e) any inaccuracy of any representation or warranty of such made by that party contained in this Agreement, or any other fact, event or circumstance, that would reasonably be expected to cause any condition to the Merger to not be satisfied; and (e) Knowledge of any failure of such that party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, that would reasonably be expected to cause any condition to the Merger to not be satisfied; provided that the delivery of any notice pursuant to this Section 8.07 shall not limit or 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 Section 8.07 will not be taken into account for purposes of determining whether any conditions set forth in Article IX not to be satisfied by the Closing; provided, however, that no such notification or failure to provide such notification pursuant to clause (d) or clause (e) of this Section 6.4 shall affect the representations, warranties, covenants, agreements or obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement, and a failure to comply with clause (d) or clause (e) of this Section 6.4 shall not, of itself, cause the condition stated in Section 9.2(a) or Section 9.3(a), as the case may be, to fail to be 9 have been satisfied.

Notices of Certain Events. During the Interim Period, each of Parent and the Company Each party shall promptly notify the other others of: (a) any material notice or other material communication from any Person alleging or raising the possibility that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that Agreement, which consent would be material to Hurricane and its Subsidiaries taken as a whole after giving effect to the transactions contemplated by this Agreement might give rise to any Action or other rights by or on behalf of such Person or result in the loss of any rights or privileges of the Company (or Parent Parties, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assetsMerger; (b) any material notice or other material communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional AgreementsAgreement; (c) any Actions actions, suits, claims, investigations or proceedings commenced or, to the Knowledge of Parent or the Companyits knowledge, as applicable, threatenedthreatened against, relating to or involving or otherwise affecting either party Cyclone or any of their stockholders its Subsidiaries or their equityHurricane and any of its Subsidiaries, assetsas 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 such party’s representations or business warranties, as the case may be, or that relate to the consummation of the transactions contemplated by this Agreement or the Additional AgreementsAgreement; (d) the occurrence of any fact or circumstance that constitutes or results, or would reasonably be expected to constitute or result in, a Material Adverse Effect; and (e) any inaccuracy of any representation or warranty of such party contained in this Agreement, or Agreement at any time during the term hereof that would reasonably be expected to cause any condition set forth in Article 9 not to be satisfied; and (e) any failure of such that party to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder, hereunder that would reasonably be expected to cause any of the conditions condition set forth in Article IX 9 not to be satisfied by satisfied; provided that the Closing; provided, however, that no such notification or failure to provide such notification delivery of any notice pursuant to clause (d) or clause (e) of this Section 6.4 8.11 shall not limit or otherwise affect the representations, warranties, covenants, agreements or obligations of the parties (or remedies with respect thereto) or the conditions available hereunder to the obligations of the parties under this Agreement, and a failure to comply with clause (d) or clause (e) of this Section 6.4 shall not, of itself, cause the condition stated in Section 9.2(a) or Section 9.3(a), as the case may be, to fail to be satisfiedparty receiving that notice.

Notices of Certain Events. During the Interim PeriodSubject to applicable Law, each of Parent and the Company shall promptly notify Parent and Merger Sub, and Parent and Merger Sub shall notify the other of: Company, promptly of (ai) any material notice or other communication from any Person alleging or raising the possibility that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action or other rights by or on behalf of such Person or result in the loss of any rights or privileges of the Company Agreement, (or Parent Parties, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assets; (bii) any material notice or other communication from any Authority Governmental Entity in connection with the transactions contemplated by this Agreement or the Additional Agreements; Agreement, (ciii) any Legal Actions commenced or, to the Knowledge of the Company or to the Knowledge of Parent (as applicable) threatened, against the Company or any of its Subsidiaries or Parent or the Companyits Subsidiaries, as applicable, threatened, relating that are related to or involving or otherwise affecting either party or any of their stockholders or their equity, assets, or business or that relate to the consummation of the transactions contemplated by this Agreement, and (iv) any event, change or effect between the date of this Agreement or the Additional Agreements; and (dx) the occurrence Acceptance Time which causes or is reasonably likely to cause the failure of any fact or circumstance that constitutes or results, or would reasonably be expected to constitute or result in, a Material Adverse Effect; and (e) any inaccuracy of any representation or warranty of such party contained in this Agreement, or any failure of such party to comply with or satisfy any covenant, condition or agreement Offer Condition to be complied with satisfied as of the Acceptance Time or satisfied by it hereunder, that would (y) the Effective Time which causes or is reasonably be expected likely to cause the failure in any material respect of the conditions set forth in Article IX not VII to be satisfied at the Effective Time. In no event shall the delivery of any notice by the Closing; provided, however, that no such notification or failure to provide such notification a party pursuant to clause (d) or clause (e) of this Section 6.4 shall 6.05 cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or otherwise limit or affect the representations, warranties, covenants, agreements or obligations of the parties (or remedies with respect thereto) or the conditions available under this Agreement to the obligations party receiving such notice. This Section 6.05 shall not constitute a covenant or agreement for purposes of the parties under this Agreement, and a failure to comply with clause (d) or clause (e) of this Section 6.4 shall not, of itself, cause the condition stated in Section 9.2(a8.02(b) or Section 9.3(a8.03(b), as the case may be, to fail to be satisfied.

Notices of Certain Events. During the Interim PeriodSubject to applicable Law, each of Parent and the Company shall promptly notify Parent and Merger Sub, and Parent and Merger Sub shall notify the other Company, promptly of: : (a) any written notice or other communication from any Person alleging or raising the possibility that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action or other rights by or on behalf of such Person or result in the loss of any rights or privileges of the Company (or Parent Parties, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assets; Agreement; (b) any written notice or other communication from any Authority Governmental Entity in connection with the transactions contemplated by this Agreement or the Additional Agreements; Agreement; (c) any Actions commenced orLegal Action commenced, or to the Knowledge of Parent or the Companysuch party’s Knowledge, as applicable, threatenedthreatened against, relating to to, or involving or otherwise affecting either such party or any of their stockholders its Subsidiaries or their equityAffiliates, assets, or business or that which relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements; Agreement; and (d) the occurrence of any fact or circumstance that constitutes or resultsevent, change, or would effect between the date of this Agreement and the Effective Time which individually or in the aggregate causes or is reasonably be expected likely to constitute cause or result in, constitute: (i) a Company Material Adverse Effect; and (e) any inaccuracy of any representation or warranty of such party contained in this Agreement, or any (ii) the failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, that would reasonably be expected to cause any of the conditions set forth in Article IX not ARTICLE VII of this Agreement to be satisfied by the Closingsatisfied; providedprovided that, however, that no such notification or any failure to provide such notification pursuant give notice in accordance with the foregoing with respect to clause (d) or clause (e) any breach shall not be deemed to constitute a violation of this Section 6.4 shall affect the representations, warranties, covenants, agreements or obligations of the parties (or remedies with respect thereto) 6.6 or the conditions to the obligations failure of the parties under this Agreement, and a failure to comply with clause (d) or clause (e) any condition set forth in ARTICLE VII of this Section 6.4 shall not, of itself, cause the condition stated in Section 9.2(a) or Section 9.3(a), as the case may be, to fail Agreement to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in ARTICLE VII of this Agreement to be satisfied; and provided, further that the delivery of any notice pursuant to this Section 6.6 shall not cure any breach of, or noncompliance with, any other provision of this Agreement or limit the remedies available to the party receiving such notice.

Notices of Certain Events. During the Interim Period, each of The Company shall notify Parent and the Company Merger Sub, and Parent and Merger Sub shall promptly notify the other of: Company, promptly of (ai) any notice or other communication from any Person alleging or raising the possibility that the consent of such Person is or may be required in connection with the Offer, the Merger, the Top-Up Option or any of the other transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action or other rights by or on behalf of such Person or result in the loss of any rights or privileges of the Company Agreement, (or Parent Parties, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assets; (bii) any notice or other communication from any Authority Governmental Entity in connection with the transactions contemplated by this Agreement or the Additional Agreements; Agreement, (ciii) any Legal Actions commenced orcommenced, or to such party’s knowledge, threatened, against the Knowledge Company or any of its Subsidiaries or Parent or the Companyits Subsidiaries, as applicable, threatenedthat are related to the Offer, relating to or involving or otherwise affecting either party the Merger, the Top-Up Option or any of their stockholders or their equity, assets, or business or that relate to the consummation of the other transactions contemplated by this Agreement or the Additional Agreements; Agreement, and (div) the occurrence of any fact or circumstance that constitutes or results, or would reasonably be expected to constitute or result in, a Material Adverse Effect; and (e) any inaccuracy of any representation or warranty of such party contained in this AgreementAgreement becoming untrue or inaccurate in any material respect, or any the material failure of such any party to comply with or satisfy any covenant, condition or agreement in this Agreement, in each case such that the conditions set forth in Section 7.01 or any of the Offer Conditions would not be satisfied or would give rise to be complied with a right a termination set forth in Section 8.03 or satisfied by it hereunderSection 8.04, that as the case may be. In addition, the Company shall notify Parent and Merger Sub promptly of any change or event having, or which would reasonably be expected to cause have, a Company Material Adverse Effect or which would reasonably be likely to result in the failure of any of the conditions set forth in Article IX not Offer Conditions to be satisfied satisfied. In no event shall the delivery of any notice by the Closing; provided, however, that no such notification or failure to provide such notification a party pursuant to clause (d) or clause (e) of this Section 6.4 shall 6.06 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants, covenants or agreements or obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement, and a failure to comply with clause (d) or clause (e) of this Section 6.4 shall not, of itself, cause the condition stated in Section 9.2(a) or Section 9.3(a), as the case may be, to fail to be satisfied.

Notices of Certain Events. During From and after the Interim Perioddate of this Agreement until the earlier of the Effective Time or the termination of this Agreement pursuant to Section 8.1, each of Parent and the Company shall promptly notify give prompt written notice to Parent, and Parent shall give prompt written notice to the other of: Company, of (a) any material notice or other material communication received by such Party from any Governmental Authority in connection with this Agreement, the Merger or the other transactions contemplated hereby or from any Person alleging or raising the possibility that the consent of such Person is or may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action or other rights by or on behalf of such Person or result in the loss of any rights or privileges of the Company (or Parent Partieshereby, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assets; (b) any notice material claims, actions, suits, proceedings or other communication from any Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements; (c) any Actions investigations commenced or, to the Knowledge of Parent or the Companysuch Party’s knowledge, as applicable, threatenedovertly threatened against, relating to or involving or otherwise affecting either party such Party or any of their stockholders or their equity, assets, or business or that its Subsidiaries which relate to this Agreement, the consummation of Merger or the other transactions contemplated by this Agreement or the Additional Agreements; hereby and (dc) the occurrence of any fact fact, event or circumstance known to such Party that constitutes would cause or resultsconstitute, or would reasonably be expected to constitute cause or result inconstitute, a Material Adverse Effect; and (e) breach in any inaccuracy material respect of any representation such Party’s representations, warranties, covenants or warranty of such party agreements contained in this Agreementherein or would prevent, materially delay or impede, or any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, that would reasonably be expected to cause any prevent, materially delay or impede, the consummation of the conditions set forth in Article IX not to be satisfied Merger or any other transaction contemplated by the Closingthis Agreement; provided, however, that no the delivery of any notice pursuant to this Section 6.8 shall not limit or otherwise affect any remedies available to the Party receiving such notification notice or prevent or cure any misrepresentations, breach of warranty or breach of covenant or failure to provide such notification pursuant to clause (d) or clause (e) of this Section 6.4 shall affect the representations, warranties, covenants, agreements or obligations of the parties (or remedies with respect thereto) or satisfy the conditions to the obligations of the parties Parties under this Agreement; provided, and further, however, that a failure to comply with clause (d) or clause (e) of this Section 6.4 shall not, 6.8 prior to the Closing Date in and of itself, cause itself will not constitute the failure of any condition stated set forth in Section 9.2(aARTICLE 7 to be satisfied unless (i) such failure materially prejudices another Party’s ability to exercise its rights or Section 9.3(a), as remedies hereunder prior to the case may be, to fail Effective Time or (ii) the underlying event would independently result in the failure of a condition set forth in ARTICLE 7 to be satisfied.

Notices of Certain Events. During the Interim Period, each of The Company shall notify Parent and the Company Merger Sub, and Parent and Merger Sub shall promptly notify the other of: Company, promptly of (a) any written notice or other written communication from any Person alleging or raising which, to the possibility Knowledge of the Company (as of the time in question), alleges that the consent of such Person is or may be required in connection with this Agreement or the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action or other rights by or on behalf of such Person or result in the loss of any rights or privileges of the Company (or Parent PartiesAgreement, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assets; (b) any material notice or other communication from any Authority Governmental Entity in connection with the transactions contemplated by this Agreement or the Additional Agreements; Agreement, (c) any Legal Actions commenced or, to against the Knowledge Company or any of its Subsidiaries or Parent or the Companyits Subsidiaries, as applicable, threatened, relating that are related to this Agreement or involving or otherwise affecting either party or any of their stockholders or their equity, assets, or business or that relate to the consummation of the transactions contemplated by this Agreement Agreement, or the Additional Agreements; (d) the occurrence of any fact or circumstance that constitutes or results, or would reasonably be expected to constitute or result in, a Material Adverse Effect; and (e) any inaccuracy of any representation or warranty of such party Party contained in this AgreementAgreement becoming untrue or inaccurate in any material respect, or any the material failure of such party any Party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderin this Agreement, in each case such that would reasonably be expected to cause any of the conditions set forth in Article IX VIII would not to be satisfied or would give rise to a right of termination set forth in Section 9.01(c) or Section 9.01(d), as the case may be. In no event shall (x) the delivery of any notice by the Closing; provided, however, that no such notification or failure to provide such notification a Party pursuant to clause (d) or clause (e) of this Section 6.4 shall 7.06 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants, covenants or agreements or obligations of the parties (or remedies with respect thereto) Parties or the conditions to the obligations of the parties Parties under this Agreement, and a failure or (y) disclosure by the Company or Parent be deemed to comply with clause (d) amend or clause (e) of this Section 6.4 shall notsupplement the Company Disclosure Letter or constitute an exception to any representation, of itself, cause the condition stated in Section 9.2(a) warranty or Section 9.3(a), as the case may be, to fail to be satisfiedcovenant.

Notices of Certain Events. During the Interim Period, each of The Company shall notify Parent and the Company Merger Sub, and Parent and Merger Sub shall promptly notify the other of: Company, promptly of (ai) any material notice or other communication from any Person alleging or raising the possibility that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action or other rights by or on behalf of such Person or result in the loss of any rights or privileges of the Company Agreement, (or Parent Parties, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assets; (bii) any material notice or other communication from any Authority Governmental Entity in connection with the transactions contemplated by this Agreement or the Additional Agreements; Agreement, (ciii) any Legal Actions commenced orcommenced, or to such party’s knowledge, threatened, against the Knowledge Company or any of its Subsidiaries or Parent or the Companyits Subsidiaries, as applicable, threatened, relating that are related to or involving or otherwise affecting either party or any of their stockholders or their equity, assets, or business or that relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements; Agreement, and (d) the occurrence of any fact or circumstance that constitutes or results, or would reasonably be expected to constitute or result in, a Material Adverse Effect; and (eiv) any inaccuracy event, change or effect between the date of any representation this Agreement and the Effective Time which causes or warranty of such party contained in this Agreement, or any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, that would is reasonably be expected likely to cause any the failure of the conditions set forth in Article IX not to be satisfied by the Closing; providedSection 6.02(a), howeverSection 6.02(b), that no such notification or failure to provide such notification pursuant to clause (d) or clause (eSection 6.02(c) of this Agreement (in the case of the Company and its Subsidiaries) or Section 6.4 6.03(a), Section 6.03(b) or Section 6.03(c) of this Agreement (in the case of Parent and Merger Sub), to be satisfied. In no event shall the delivery of any notice by a party pursuant to this Section 5.06 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants, covenants or agreements or obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement. Notwithstanding anything in this Agreement to the contrary, and no representation or warranty of the Company contained in this Agreement shall be deemed to have been breached or to be inaccurate if Parent or Merger Sub had knowledge of such breach or inaccuracy prior to the Closing. This Section 5.06 shall not constitute a failure to comply with clause (d) covenant or clause (e) agreement for purposes of this Section 6.4 shall not, of itself, cause the condition stated in Section 9.2(a6.02(b) or Section 9.3(a6.03(b), as the case may be, to fail to be satisfied.

Notices of Certain Events. During the Interim Period, each of Parent and the Company and Parent shall promptly notify the each other of: (a) any notice or other communication from any Person alleging or raising the possibility that the consent of such Person is or may be required in connection with the Mergers or the other transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action or other rights by or on behalf of such Person or result in the loss of any rights or privileges of the Company (or Parent Parties, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assetsAgreement; (b) any notice or other communication from any Governmental Authority delivered in connection with the Mergers or the other transactions contemplated by this Agreement or the Additional AgreementsAgreement; (c) any Actions Action commenced or, to its Knowledge, threatened against the Knowledge of Parent Company or the CompanyParent, as applicable, threatened, relating to or involving or otherwise affecting either party or any of their stockholders or their equity, assets, or business or that relate relates to the consummation of the Mergers or the other transactions contemplated by this Agreement or the Additional Agreements;Agreement; and (d) the occurrence any inaccuracy or breach of any fact representation, warranty or circumstance that constitutes covenant by the Company or resultsParent, or would reasonably be expected to constitute or result inas applicable, a Material Adverse Effect; and (e) any inaccuracy of any representation or warranty of such party contained in this AgreementAgreement of which the Company has Knowledge or the Parent has knowledge, or any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderas applicable, that would reasonably be expected to cause any result in the failure of the conditions set forth in Article IX not VIII. No such notice shall be deemed to be satisfied supplement or amend the Disclosure Schedule for the purpose of (x) determining the accuracy of any of the representations and warranties made by the Closing; providedCompany or Parent, howeveras applicable, that no such notification in this Agreement or failure to provide such notification pursuant to clause (dy) or clause (e) of this Section 6.4 shall affect the representations, warranties, covenants, agreements or obligations of the parties (or remedies with respect thereto) or the conditions determining whether any condition set forth in Article VIII has been satisfied. Notwithstanding anything to the obligations of the parties under contrary in this Agreement, and a party’s failure to comply with clause (dgive notice under Section 6.17(d) shall not be deemed to be a breach of covenant under Section 6.17(d) but instead shall constitute only a breach of the underlying representation or clause (e) of this Section 6.4 shall notwarranty or covenant, of itself, cause the condition stated in Section 9.2(a) or Section 9.3(a)agreement, as the case may be, to fail to be satisfied.

Notices of Certain Events. During From and after the Interim Perioddate of this Agreement until the earlier to occur of the Closing Date or termination of this Agreement in accordance with its terms, each of Parent and the Company Party shall promptly notify the other of: Parties orally and in writing of (a) the occurrence, or non-occurrence, of any notice from any Person alleging event that, individually or raising the possibility that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action or other rights by or on behalf of such Person or result in the loss of any rights or privileges of the Company (or Parent Partiesaggregate, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assets; (b) any notice or other communication from any Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements; (c) any Actions commenced or, to the Knowledge of Parent or the Company, as applicable, threatened, relating to or involving or otherwise affecting either party or any of their stockholders or their equity, assets, or business or that relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements; (d) the occurrence of any fact or circumstance that constitutes or results, or would reasonably be expected to constitute or result incause any condition to the obligations of any Party to effect the Transactions, a Material Adverse Effect; and not to be satisfied, (eb) any inaccuracy Action commenced or, to any Party’s Knowledge, threatened against, such Party or any of its Subsidiaries or Affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates, in each case in connection with, arising from or otherwise relating to the Transactions (the “Transaction Litigation”), or (c) the failure of any representation or warranty of such party contained in this Agreement, or any failure of such party Party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderpursuant to this Agreement which, that individually or in the aggregate, would reasonably be expected to cause result in any condition to the obligations of any Party to effect the conditions Transactions not to be satisfied; provided, that the delivery of any notice pursuant to this Section 6.5 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to any Party, provided, further, that failure to give prompt notice pursuant to this Section 6.5 shall not constitute a failure of a condition set forth in Article IX not VII except to be satisfied by the Closing; providedextent that the underlying fact or circumstance, however, that no such notification the occurrence or failure to provide such notification pursuant to clause (d) or clause (e) of this Section 6.4 shall affect the representations, warranties, covenants, agreements or obligations non-occurrence of the parties (event, or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement, and a failure to comply with clause (d) or clause (e) of this Section 6.4 shall notsatisfy any covenant, of itselfcondition or agreement not so notified would, cause the condition stated in Section 9.2(a) or Section 9.3(a)standing alone, as the case may be, to fail to be satisfiedconstitute such a failure.

Notices of Certain Events. During the Interim Period, each of The Company shall notify Parent and the Company Merger Sub, and Parent and Merger Sub shall promptly notify the other of: Company, promptly of (a) any notice or other written communication from any Person alleging or raising the possibility that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action or other rights by or on behalf of such Person or result in the loss of any rights or privileges of the Company (or Parent PartiesAgreement, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assets; (b) any notice or other written communication from any Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements; Agreement, (c) any Legal Actions commenced orcommenced, or to such party’s knowledge, threatened, against the Knowledge Company or any of its Affiliates or Parent or the Companyits Affiliates, as applicable, threatenedor otherwise relating to, relating to or involving or otherwise affecting either such party or any of their stockholders its Affiliates, in each case in connection with, arising from or their equity, assets, or business or that relate otherwise related to the consummation of Merger or the other transactions contemplated by this Agreement (the “Transaction Litigation”), and (iv) any event, change or effect between the Additional Agreements; date of this Agreement and the Effective Time which causes or is reasonably likely to cause the failure of any condition set forth herein to be satisfied. In no event shall (dA) the occurrence delivery of any fact or circumstance that constitutes or results, or would reasonably be expected to constitute or result in, notice by a Material Adverse Effect; and (e) any inaccuracy of any representation or warranty of such party contained in this Agreement, or any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, that would reasonably be expected to cause any of the conditions set forth in Article IX not to be satisfied by the Closing; provided, however, that no such notification or failure to provide such notification pursuant to clause (d) or clause (e) of this Section 6.4 shall 5.06 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants, covenants or agreements or obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement, and a failure or (B) disclosure by the Company or Parent be deemed to comply with clause (d) amend or clause (e) of this Section 6.4 shall not, of itself, cause supplement the condition stated in Section 9.2(a) Company Disclosure Schedule or Section 9.3(a), as the case may be, constitute an exception to fail to be satisfiedany representation or warranty.

Notices of Certain Events. During The Seller shall notify Buyer in writing, and Buyer shall notify Seller in writing, promptly after such party gains Knowledge of any of the Interim Period, each of Parent and 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 from any Person alleging or raising the possibility that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action or other rights by or on behalf of such Person or result in the loss of any rights or privileges of the Company (or Parent Parties, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assetsAgreement; (bd) any notice or other communication from any Authority court, arbitrator or other Governmental Entity in connection with the transactions contemplated by this Agreement or the Additional AgreementsAgreement; (ce) any Actions actions, suits, claims, investigations or proceedings commenced or, to the Knowledge best of Parent or the CompanySeller’s Knowledge, as applicable, threatenedthreatened against, relating to or involving or otherwise affecting either party Seller, the Assets or any the Business that, if pending on the date of their stockholders or their equitythis Agreement, assetswould have been required to have been disclosed pursuant to Section 5.16, or business or that relate to the consummation of the transactions contemplated by this Agreement or the Additional AgreementsAgreement; (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 of any fact or circumstance that constitutes or results, or would reasonably be expected to constitute or result in, a Material Adverse Effectrespective party under this Agreement; and (eh) any inaccuracy of any representation fact or warranty of such party contained in this Agreement, or any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, that would reasonably be expected to cause any may make the satisfaction of the conditions set forth in Article IX not to be satisfied by the Closing; provided, however, that no such impossible or unlikely. Any notification or failure to provide such notification given pursuant to clause (d) or clause (e) of this Section 6.4 shall affect the representations, warranties, covenants, agreements not in any way limit Buyer’s or obligations Seller’s exercise of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties its rights under this Agreement, and a failure to comply with clause (d) or clause (e) of this Section 6.4 shall not, of itself, cause the condition stated in Section 9.2(a) or Section 9.3(a), as the case may be, to fail to be satisfied.

Notices of Certain Events. During the Interim Period, each of The Company shall notify Parent and the Company Merger Sub, and Parent and Merger Sub shall promptly notify the other of: Company, promptly of (a) any notice or other communication from any Person alleging or raising the possibility that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action or other rights by or on behalf (including a copy of such Person notice or result communication to the extent in the loss of any rights or privileges of the Company (or Parent Partieswriting), post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assets; (b) any notice or other communication from any Authority Governmental Entity in connection with the transactions contemplated by this Agreement (including a copy of such notice or communication to the Additional Agreements; extent in writing), (ciii) any Legal Actions commenced orcommenced, or to such party’s knowledge, threatened, against or otherwise involving the Knowledge of Company, Parent or the Companyany of their respective Subsidiaries or any of their respective directors and officers, as applicable, threatened, relating that are arising from or related to or involving or otherwise affecting either party or any of their stockholders or their equity, assets, or business or that relate to the consummation of this Agreement and the transactions contemplated by hereby (collectively, “Transaction Litigation”), and (iv) any event, change or effect between the date of this Agreement and the Effective Time which causes or the Additional Agreements; (d) the occurrence of any fact or circumstance that constitutes or results, or would is reasonably be expected to constitute or result in, a Material Adverse Effect; and (e) any inaccuracy of any representation or warranty of such party contained in this Agreement, or any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, that would reasonably be expected likely to cause any the failure of the conditions set forth in Article IX not to be satisfied by the Closing; providedSection 7.02(a), however, that no such notification or failure to provide such notification pursuant to clause (dSection 7.02(b) or clause (eSection 7.02(c) of this Agreement (in the case of the Company and its Subsidiaries) or Section 6.4 7.03(a) or Section 7.03(b) of this Agreement (in the case of Parent and Merger Sub), to be satisfied. In no event shall (x) the delivery of any notice by a party pursuant to this Section 6.07 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants, covenants or agreements or obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement, and a failure or (y) disclosure by the Company or Parent be deemed to comply with clause (d) amend or clause (e) of this Section 6.4 shall not, of itself, cause supplement the condition stated in Section 9.2(a) Company Disclosure Letter or Section 9.3(a), as the case may be, constitute an exception to fail to be satisfiedany representation or warranty.

Notices of Certain Events. During the Interim Period, each of Parent (a) The Company and the Partnership shall give prompt notice to the Parent Parties, and the Parent Parties shall give prompt notice to the Company shall promptly notify and the other of: Partnership, of (a) any notice or other communication received by such party from any Governmental Authority in connection with this Agreement or the Transactions or from any Person alleging or raising the possibility that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action or other rights by or on behalf of such Person or result in the loss of any rights or privileges of the Company (or Parent PartiesTransactions, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assets; and (b) any notice or other communication from any Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements; (c) any Actions Proceeding commenced or, to the Knowledge of Parent or the Companysuch party’s Knowledge, as applicable, threatenedthreatened against, relating to or involving or otherwise affecting either such party or any of their stockholders or their equity, assets, or business or that its Subsidiaries which relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements;Transactions. (db) The Company and the occurrence of Partnership shall give prompt notice to the Parent Parties, and the Parent Parties shall give prompt notice to the Company, if (i) any fact representation or circumstance warranty made by it contained in this Agreement becomes untrue or inaccurate such that constitutes or results, or it would be reasonable to expect that the applicable conditions set forth in Article VII would reasonably be expected to constitute be incapable of being satisfied by the End Date or result in, a Material Adverse Effect; and (eii) any inaccuracy of any representation or warranty of such party contained in this Agreement, or any failure of such party it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder, that would reasonably be expected to cause any of the conditions set forth in Article IX not to be satisfied by the Closingunder this Agreement; provided, however, provided that no such notification or failure to provide such notification pursuant to clause (d) or clause (e) of this Section 6.4 shall affect the representations, warranties, covenants, covenants or agreements or obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement or any remedies for any breach of the representations, warranties, covenants or agreements under this Agreement. Notwithstanding anything to the contrary in this Agreement, and a the failure by the Company, the Partnership, the Parent Parties or their respective Representatives to comply with clause (d) or clause (e) of provide such prompt notice under this Section 6.4 6.12(b) shall notnot constitute a breach of covenant for purposes of Section 7.02(b), of itselfSection 7.03(b), cause the condition stated in Section 9.2(a) 8.01(e), or Section 9.3(a8.01(f), as the case may be, to fail to be satisfied.

Notices of Certain Events. During At all times during the Interim Periodperiod commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 9.1 hereof and the Effective Time, each of Parent and the Company and Parent shall promptly notify the other of: orally and in writing of (a) the occurrence, or non-occurrence, of any notice from any Person alleging event that, individually or raising the possibility that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action or other rights by or on behalf of such Person or result in the loss of any rights or privileges of the Company (or Parent Partiesaggregate, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assets; (b) any notice or other communication from any Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements; (c) any Actions commenced or, to the Knowledge of Parent or the Company, as applicable, threatened, relating to or involving or otherwise affecting either party or any of their stockholders or their equity, assets, or business or that relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements; (d) the occurrence of any fact or circumstance that constitutes or results, or would reasonably be expected to constitute cause (i) the occurrence or result inexistence of any of the facts, a Material Adverse Effect; and events or circumstances described in the conditions to the Offer set forth in Annex A or (eii) any inaccuracy condition to the obligations of any representation or warranty of such party contained Party to effect the Merger set forth in this AgreementArticle VIII not to be satisfied, (b) any Transaction Litigation, or any (c) the failure of any such party Party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderpursuant to this Agreement which, that individually or in the aggregate, would reasonably be expected to cause result in any condition to the obligations of any Party to effect the conditions set forth in Article IX Offer, the Merger or any other transaction contemplated hereby not to be satisfied by the Closingsatisfied; provided, however, that no such notification or failure to provide such notification the delivery of any notice pursuant to clause (d) or clause (e) of this Section 6.4 7.8 shall not cure any breach of any representation or warranty or otherwise limit or affect the representationsremedies available hereunder to any Party; and provided further, warrantiesthat no inadvertent, covenants, agreements or obligations of the parties (or remedies with respect thereto) good faith failure by Parent or the conditions Company to notify the obligations of the parties under this Agreement, and a failure to comply other in accordance with clause (d) or clause (e) of this Section 6.4 7.8 shall not, of itself, cause alone entitle the condition stated in other to terminate this Agreement under Section 9.2(a9.1(c)(i) or Section 9.3(a9.1(d)(i), as respectively. For the case may besake of clarity and avoidance of doubt, the foregoing proviso shall not restrict the right of the Parent or the Company to fail to be satisfiedterminate this Agreement under Section 9.1(c)(i) or Section 9.1(d)(i), respectively, in accordance with the terms of such Sections.

Notices of Certain Events. During the Interim PeriodEach party (except with respect to Section 5.03(d)(i), each of Parent and the Company 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 or raising the possibility that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action or other rights by or on behalf of such Person or result in the loss of any rights or privileges of the Company (or Parent Parties, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assetsAgreement; (bc) any notice or other communication from any Authority governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement or the Additional Agreements; (c) any Actions commenced or, to the Knowledge of Parent or the Company, as applicable, threatened, relating to or involving or otherwise affecting either party or any of their stockholders or their equity, assets, or business or that relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements;Agreement; and (d) any actions, suits, claims, investigations or proceedings commenced (i) relating to Seller or the occurrence Company or any of any fact or circumstance that constitutes or resultsits Subsidiaries that, or would reasonably be expected to constitute or result in, a Material Adverse Effect; and (e) any inaccuracy if pending on the date of any representation or warranty of such party contained in this Agreement, would have been required to have been disclosed pursuant to Section 3.12 or any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (ii) that would reasonably be expected to cause any of have a material adverse affect on Seller’s or Buyer’s ability to consummate the conditions set forth in Article IX not to be satisfied transactions contemplated by the Closing; provided, however, that no such notification or failure to provide such notification pursuant to clause (d) or clause (e) of this Section 6.4 shall affect the representations, warranties, covenants, agreements or obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement, and a failure to comply with clause (d) or clause (e) of this Section 6.4 shall not, of itself, cause the condition stated in Section 9.2(a) or Section 9.3(a), as the case may be, to fail to be satisfied.

Notices of Certain Events. During the Interim Period, each of Parent and the Company Each Party shall promptly notify the other Parties in writing of the occurrence of any other matter or event, that would reasonably be expected to cause any condition(s) set forth in Article 9 not to be satisfied. Each Party shall notify the other Parties in writing of: (a) any written notice or other communication from any Person alleging or raising the possibility that the consent of such Person arising out of any Contract is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action or other rights by or on behalf of such Person or result in the loss of any rights or privileges of the Company (or Parent Parties, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assetsTransactions; (b) any written notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements;Transactions; and (c) any Actions Action commenced or, to the Knowledge of Parent or the Company, as applicable, threatenedits knowledge threatened against, relating to or involving or otherwise affecting either party or any such Party that, if pending on the date of their stockholders or their equitythis Agreement, assetswould have been required to have been disclosed pursuant to Section 3.13, Section 4.06, or business Section 5.06, as applicable or that relate to the consummation of the transactions contemplated Transactions. provided, however, that the delivery of any notice pursuant to this Section 7.06 shall not limit or otherwise affect the remedies available hereunder to the Party receiving that notice. In particular, the delivery of any notice by the Argos Parties or the Company to Summit hereunder shall not be deemed to constitute an exception to the representations and warranties made by the Company or the Argos Parties hereunder, nor limit the rights of Summit under this Agreement for any breach by the Company or the Additional Agreements; (d) the occurrence of any fact or circumstance that constitutes or results, or would reasonably be expected to constitute or result in, a Material Adverse Effect; and (e) any inaccuracy of any representation or warranty Argos Parties of such party contained in this Agreement, representations and warranties or have any failure effect for purposes of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, that would reasonably be expected to cause any determining the satisfaction of the conditions set forth in Article IX 9. Notwithstanding anything to the contrary set forth herein, a breach by any Party of its obligations under this Section 7.06 shall not to be satisfied by the Closing; provided, however, that no such notification or failure to provide such notification pursuant to clause (d) or clause (e) constitute a breach of this Section 6.4 shall affect the representations, warranties, covenants, agreements Agreement or obligations a breach of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement, and a failure to comply with clause (d) or clause (e) of this Section 6.4 shall not, of itself, cause the condition stated precedent set forth in Section 9.2(a9.02(a) or Section 9.3(a), as the case may be, to fail to be satisfied9.03(a) unless such breach is a willful and intentional breach.

Notices of Certain Events. During From and after the Interim Perioddate of this Agreement until the earlier of the Effective Time or the termination of this Agreement pursuant to Section 8.01, each of Parent and the Company shall promptly notify give prompt written notice to Parent, and Parent shall give prompt written notice to the other of: Company, of (a) any material notice or other material communication received by such Party from any Governmental Authority in connection with this Agreement, the Merger or the other transactions contemplated hereby or from any Person alleging or raising the possibility that the consent of such Person is or may be required in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action or other rights by or on behalf of such Person or result in the loss of any rights or privileges of the Company (or Parent Partieshereby, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assets; (b) any notice material claims, actions, suits, proceedings or other communication from any Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements; (c) any Actions investigations commenced or, to the Knowledge of Parent or the Companysuch Party’s knowledge, as applicable, threatenedthreatened against, relating to or involving or otherwise affecting either party such Party or any of their stockholders or their equity, assets, or business or that its Subsidiaries which relate to this Agreement, the consummation of Merger or the other transactions contemplated by this Agreement or the Additional Agreements; hereby and (dc) the occurrence of any fact fact, event or circumstance known to such Party that constitutes would cause or resultsconstitute, or would reasonably be expected to constitute cause or result inconstitute, a Material Adverse Effect; and (e) breach in any inaccuracy material respect of any representation such Party’s representations, warranties, covenants or warranty of such party agreements contained in this Agreementherein or would prevent, materially delay or impede, or any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, that would reasonably be expected to cause any prevent, materially delay or impede, the consummation of the conditions set forth in Article IX not to be satisfied Merger or any other transaction contemplated by the Closingthis Agreement; provided, however, that no the delivery of any notice pursuant to this Section 6.07 shall not limit or otherwise affect any remedies available to the Party receiving such notification notice or prevent or cure any misrepresentations, breach of warranty or breach of covenant or failure to provide such notification pursuant to clause (d) or clause (e) of this Section 6.4 shall affect the representations, warranties, covenants, agreements or obligations of the parties (or remedies with respect thereto) or satisfy the conditions to the obligations of the parties Parties under this Agreement; provided, and further, however, that a failure to comply with clause (d) or clause (e) of this Section 6.4 shall not, 6.07 prior to the Closing Date in and of itself, cause itself will not constitute the failure of any condition stated set forth in Section 9.2(aArticle 7 to be satisfied unless (i) such failure materially prejudices another Party’s ability to exercise its rights or Section 9.3(a), as remedies hereunder prior to the case may be, to fail Effective Time or (ii) the underlying event would independently result in the failure of a condition set forth in Article 7 to be satisfied.

Notices of Certain Events. During the Interim Period, each of Parent and the The Company shall promptly notify give prompt notice to Parent, and Parent shall give prompt notice to the other of: Company, of (ai) any notice or other communication received by such party from any Governmental Authority in connection with this Agreement or the Transactions or from any Person alleging or raising the possibility that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement Transactions, if the subject matter of such communication or the failure of such party to obtain such consent would be material to the Company, the Surviving Corporation or Parent, (ii) any written notice from any Person alleging that the transactions contemplated by this Agreement might give rise to any Action approval or other rights by or on behalf consent of such Person is or result in the loss of any rights or privileges of the Company (or Parent Parties, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assets; (b) any notice or other communication from any Authority may be required in connection with the transactions contemplated by this Agreement or the Additional Agreements; Transactions, (ciii) any Actions Proceedings commenced or, to the Knowledge of Parent or the Company, as applicable, threatenedthreatened in writing against, relating to or involving or otherwise affecting either such party or any of their stockholders or their equity, assets, or business or that its Subsidiaries which relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements; Transactions and (div) the occurrence of any fact or circumstance such party becoming aware that constitutes or results, or would reasonably be expected to constitute or result in, a Material Adverse Effect; and (e) any inaccuracy of any representation or warranty of such party contained made by it in this AgreementAgreement has become untrue or inaccurate in any material respect, or any of its 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 hereunderpursuant to this Agreement, in each case, if and only to the extent that such untruth, inaccuracy, or failure would reasonably be expected to cause any of the conditions set forth in Article IX not VII to fail to be satisfied by at the ClosingClosing (it being understood that no such notification will affect or be deemed to modify any representation or warranty of such party set forth in this Agreement); provided, however, that no such notification or failure to provide such notification delivery of any notice pursuant to clause (d) this Section 6.12 shall not cure any breach of any representation or clause (e) warranty requiring disclosure of such matter prior to the date of this Section 6.4 shall Agreement or otherwise limit or affect the representations, warranties, covenants, agreements or obligations of the parties (or remedies with respect thereto) or the conditions available hereunder to the obligations of the parties under this Agreement, and a failure to comply with clause (d) or clause (e) of this Section 6.4 shall not, of itself, cause the condition stated in Section 9.2(a) or Section 9.3(a), as the case may be, to fail to be satisfiedany party.

Notices of Certain Events. During the Interim Period, each of The Company shall notify Parent and Merger Sub in writing, and Parent and Merger Sub shall notify the Company shall in writing, promptly notify the other of: of (ai) any notice or other communication from any Person alleging or raising the possibility that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that and the failure to have such consent would have a material adverse effect on the ability of the party receiving such communication to consummate the transactions contemplated by this Agreement might give rise to any Action or other rights by or on behalf of such Person or result in the loss of any rights or privileges of the Company Agreement, (or Parent Parties, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assets; (bii) any material notice or other communication from any Authority Governmental Entity in connection with the transactions contemplated by this Agreement or the Additional Agreements; Agreement, (ciii) any Legal Actions commenced or, to the Knowledge of the Company, threatened, against the Company or any of its Subsidiaries or Parent or the Companyits Subsidiaries, as applicable, threatened, relating that are related to or involving or otherwise affecting either party or any of their stockholders or their equity, assets, or business or that relate to the consummation of the transactions contemplated by this Agreement or the Additional Agreements; (d“Transaction Litigation”), and (iv) the occurrence or the non-occurrence of any fact event, condition, change or circumstance that constitutes effect between the date of this Agreement and the Effective Time which causes or results, or would is reasonably be expected to constitute or result in, a Material Adverse Effect; and (e) any inaccuracy of any representation or warranty of such party contained in this Agreement, or any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, that would reasonably be expected likely to cause any the failure of the conditions set forth in Article IX not to be satisfied by the Closing; providedSection 6.02(a), however, that no such notification or failure to provide such notification pursuant to clause (dSection 6.02(b) or clause (eSection 6.02(c) of this Section 6.4 shall affect Agreement (in the representations, warranties, covenants, agreements or obligations case of the parties (or remedies with respect theretoCompany and its Subsidiaries) or Section 6.03(a) or Section 6.03(b) of this Agreement (in the conditions case of Parent and Merger Sub), to the obligations of the parties under this Agreement, and a be satisfied. The failure to comply with clause (d) or clause (e) of this Section 6.4 shall 5.07 will not, in and of itself, cause constitute the failure of the condition stated set forth in Section 9.2(a6.02(b) or Section 9.3(a6.03(b), as the case may be, unless such failure to fail comply materially prejudices the other party’s ability to be satisfiedexercise its rights or remedies under this Agreement prior to Closing; provided, however, that the delivery of any notice pursuant to this Section 5.07 shall not cure any breach of any representation, warranty or covenant for any purpose under this Agreement or otherwise limit or affect the remedies available hereunder to any party hereto.

Notices of Certain Events. During the Interim PeriodThe Company will notify Parent, each of Parent Buyer and the Company shall promptly Merger Sub, and Parent, Buyer or Merger Sub will notify the other of: Company, promptly of (a) any notice or other communication from any Person alleging or raising the possibility that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action or other rights by or on behalf of such Person or result in the loss of any rights or privileges of the Company (or Parent PartiesAgreement, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assets; (b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements; Transactions, (c) any Actions commenced orcommenced, or to such party’s Knowledge, threatened, against the Knowledge Company or any of its Subsidiaries or Parent or the Companyits Subsidiaries, as applicable, threatened, relating to or involving or otherwise affecting either party or any of their stockholders or their equity, assets, or business or that relate are related to the consummation of the transactions contemplated by this Agreement or the Additional Agreements; Transactions, and (d) any event, change or effect between the occurrence of any fact Effective Date and the Effective Time which causes or circumstance that constitutes or results, or would is reasonably be expected to constitute or result in, a Material Adverse Effect; and (e) any inaccuracy of any representation or warranty of such party contained in this Agreement, or any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, that would reasonably be expected likely to cause any the failure of the conditions set forth in Article IX not VI of this Agreement, to be satisfied satisfied. In no event will (i) the delivery of any notice by the Closing; provided, however, that no such notification or failure to provide such notification a party pursuant to clause (d) or clause (e) of this Section 6.4 shall 5.14 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants, covenants or agreements or obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under Parties, (ii) disclosure by the Company, Parent or Buyer be deemed to amend or supplement the Disclosure Schedules or constitute an exception to any representation or warranty, or (iii) the failure of the Company or any of its Subsidiaries to provide notice pursuant to this Agreement, and Section 5.14 with respect to a breach or alleged breach of any representation or warranty constitute a breach or failure to comply with clause (dthe covenants of this Agreement for purposes of Section 6.2(b) and each of Parent, Buyer or clause (eMerger Sub covenant to refrain from claiming that the condition set forth in Section 6.2(b) has not been satisfied as a result of such a breach or alleged breach of this Section 6.4 shall not, 5.14 by the Company or any of itself, cause the condition stated in Section 9.2(a) or Section 9.3(a), as the case may be, to fail to be satisfiedits Subsidiaries.

Notices of Certain Events. During the Interim Period, each Each of Parent and the Company and Parent shall promptly notify the other of: (a) any notice or other communication from any Person alleging or raising the possibility that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action or other rights by or on behalf of such Person or result in the loss of any rights or privileges of the Company (or Parent Parties, post-Closing) to any such Person or create any Lien on any of the Company Group’s or Parent’s assetsAgreement; (b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Additional Agreements(other than such communications contemplated in ‎ ‎Section 8.01, which shall be governed by such Section); (c) any Actions commenced or, to the Knowledge of Parent or the Companyits Knowledge, as applicable, threatenedthreatened against, relating to or involving or otherwise affecting either party the Company or any of their stockholders its Subsidiaries or their equityParent and any of its Subsidiaries, assetsas the case may be, or business that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any Section of this Agreement or that relate to the consummation of the transactions contemplated by this Agreement or the Additional AgreementsAgreement; (d) the occurrence Knowledge of any fact or circumstance that constitutes or results, or would reasonably be expected to constitute or result in, a Material Adverse Effect; and (e) any inaccuracy of any representation or warranty of such made by that party contained in this Agreement, or any other fact, event or circumstance, that would reasonably be expected to cause any condition to the Merger to not be satisfied; and (e) Knowledge of any failure of such that party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, that would reasonably be expected to cause any condition to the Merger to not be satisfied; provided that the delivery of any notice pursuant to this ‎ ‎Section 8.07 shall not limit or 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 ‎Section 8.07 will not be taken into account for purposes of determining whether any conditions set forth in Article IX not to be satisfied by the Closing; provided, however, that no such notification or failure to provide such notification pursuant to clause (d) or clause (e) of this Section 6.4 shall affect the representations, warranties, covenants, agreements or obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement, and a failure to comply with clause (d) or clause (e) of this Section 6.4 shall not, of itself, cause the condition stated in Section 9.2(a) or Section 9.3(a), as the case may be, to fail to be 9 have been satisfied.