Common use of Notices of Certain Events Clause in Contracts

Notices of Certain Events. (a) Each of the Company and Parent shall promptly advise the other of (i) any 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; (ii) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (iii) any actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries or Parent and any of its Subsidiaries, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any Section of this Agreement or that relate to the consummation of the transactions contemplated by this Agreement; (iv) any change or event 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 (v) any change or event that it believes would or would be reasonably likely to cause or constitute a material breach of any of its representations, warranties or covenants contained in this Agreement; and (b) the Company shall notify Parent promptly (but in no event later than one (1) Business Day) after the imposition or occurrence of any CMS Sanction; provided that no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement; provided, further, that a failure to comply with this Section 8.06 shall not constitute the failure of any condition set forth in Article 9 to be satisfied unless the underlying change or event would independently result in the failure of a condition set forth in Article 9 to be satisfied.

Notices of Certain Events. (a) Each of the The Company shall notify Parent and Merger Sub, and Parent and Merger Sub shall notify the Company, promptly advise the other of (i) 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; , (ii) any material notice or other communication from any Governmental Authority Entity in connection with the transactions contemplated by this Agreement; , (iii) any actions, suits, claims, investigations Legal Actions (including copies of all pleadings and correspondence relating thereto) commenced or proceedings commenced or, to its knowledge, the Knowledge of the Company threatened against, relating to or involving or otherwise affecting against the Company or any of its Subsidiaries or Parent and any of or its Subsidiaries, as applicable, arising out of or relating to this Agreement or the transactions contemplated by this Agreement (“Transaction Legal Action”), and (iv) any representation or warranty of such party contained in this Agreement becoming untrue or inaccurate in any material respect, or the material failure of 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 Exhibit A would not be satisfied or would give rise to a right a termination set forth in Section 8.03(b) or Section 8.04(b), as the case may be. In addition, that, if pending on the date Company shall notify Parent and Merger Sub promptly 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; (iv) any change or event that has had having, or would be which is reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, Effect or which would reasonably be likely to result in the case of the Company, or a Parent Material Adverse Effect, in the case of Parent; or (v) any change or event that it believes would or would be reasonably likely to cause or constitute a material breach failure of any of its representations, warranties or covenants contained the conditions set forth in this Agreement; and (b) the Company shall notify Parent promptly (but in Annex I to be satisfied. In no event later than one (1) Business Day) after shall the imposition or occurrence delivery of any CMS Sanction; provided that no such notification shall notice by a party pursuant to this Section 6.05 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement; provided. With respect to any Transaction Legal Action, furtherthe 26995100v.1 Company shall give Parent the opportunity to participate in the defense, that a failure settlement, or compromise of any such Transaction Legal Action, and no such settlement or compromise shall be agreed to comply with without the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned, or delayed. For purposes of this Section 8.06 shall 6.05, “participate” means that Parent will be kept apprised of proposed strategy and other significant decisions with respect to the Transaction Legal Action by the Company (to the extent the attorney-client privilege between the Company and its counsel is not constitute undermined or otherwise affected), and Parent may offer comments or suggestions with respect to the failure of Transaction Legal Action but will not be afforded any condition decision making power or other authority over the Transaction Legal Action except for the settlement or compromise consent thereof as set forth in Article 9 to be satisfied unless the underlying change or event would independently result in the failure of a condition set forth in Article 9 to be satisfiedabove.

Notices of Certain Events. (a) Each of the The Company and will notify Parent shall promptly advise the other of (i) any notice or other material 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 (and 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 (and the response thereto from the Company, its Subsidiaries or its Representatives), (iii) any actions, suits, claims, investigations Legal Actions threatened or proceedings commenced or, to its knowledge, threatened against, relating to or involving 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 that are related to have been disclosed pursuant to any Section of this Agreement or that relate to the consummation of the transactions contemplated by this Agreement; Agreement (and the response thereto from the Company, its Subsidiaries or its Representatives), (iv) any change material events, changes, discussions, notices, changes or event that has had or would be reasonably likely developments relating 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 pending material Legal Actions and (v) any change event, change, occurrence, circumstance or event that it believes would development between the date of this Agreement and the Effective Time which causes or would be is reasonably likely to cause the conditions set forth in Section 6.2(a) or constitute a material 6.2(b) of this Agreement not to be satisfied or result in such satisfaction being materially delayed; provided, however, that the delivery of any notice pursuant to this Section 5.6(a) shall not, and shall not be deemed to, cure any breach of any representation or warranty requiring disclosure of its representationssuch matter at or prior to the date of this Agreement or affect any of the closing conditions or otherwise limit or affect the remedies available. With respect to any of the foregoing, warranties or covenants contained in this Agreement; and (b) the Company shall notify will consult with Parent promptly (but in no event later than one (1) Business Day) after and its Representatives so as to permit the imposition Company and Parent and their respective Representatives to cooperate to take appropriate measures to avoid or occurrence of mitigate any CMS Sanction; provided adverse consequences that no such notification shall affect the representations, warranties, covenants or agreements may result from any of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement; provided, further, that a failure to comply with this Section 8.06 shall not constitute the failure of any condition set forth in Article 9 to be satisfied unless the underlying change or event would independently result in the failure of a condition set forth in Article 9 to be satisfiedforegoing.

Notices of Certain Events. (a) Each of the The Company will notify Parent and Parent shall promptly advise the other Merger Sub (and provide copies if applicable) of (i) any notice or other material written or, to the Knowledge of the Company, oral communication from (x) any Person Governmental Entity or (y) any third party alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; Agreement (and 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 (and the response thereto from the Company, its Subsidiaries or its Representatives), (iii) the commencement or threat, in writing, of any actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise Legal Action affecting the Company or any of its Subsidiaries or Parent and any of its Subsidiariestheir respective properties or assets, or, to the Knowledge of the Company, any employee, agent, director or officer, in his or her capacity as the case may besuch, that, which if pending on the date of this Agreementhereof, would have been required to have been disclosed by the Company pursuant to any Section of this Agreement or that relate which relates to the consummation of the transactions contemplated by this Agreement; Agreement (and the response thereto from the Company, its Subsidiaries or its Representatives), (iv) any change event, change, occurrence, circumstance or event that has had development between the date of this Agreement and the Effective Time of which causes, or would reasonably be reasonably likely expected to havecause, 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 (v) any change or event that it believes would or would be reasonably likely to cause or constitute a material breach of any of its representations, warranties or covenants contained in this Agreement; and (b) the Company shall notify Parent promptly (but in no event later than one (1) Business Day) after the imposition or occurrence of any CMS Sanction; provided that no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions condition to the obligations of the parties under Company to effect the Merger and the other transactions contemplated by this Agreement; providedAgreement not to be satisfied, further, that a (v) any material failure of the Company to comply with this Section 8.06 shall not constitute or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, and (vi) the failure occurrence of any an event which would reasonably be expected to have a Company Material Adverse Effect or that would otherwise reasonably be expected to cause a condition set forth in Article 9 to be satisfied unless the underlying change or event would independently result in the failure of a condition set forth in Article 9 VI not to be satisfied. With respect to any of the foregoing, the Company will consult with Parent and Merger Sub and their Representatives so as to permit the Company and Parent and their respective Representatives to cooperate to take appropriate measures to avoid or mitigate adverse consequences that may result from any of the foregoing.

Notices of Certain Events. The Company shall notify Parent and Purchaser, and Parent and Purchaser shall notify the Company, promptly of (a) Each of the Company and Parent shall promptly advise the other of (i) any 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; , (iib) any notice or other communication from any Governmental Authority Entity in connection with the transactions contemplated by this Agreement; , (iiic) any actionsProceedings commenced, suits, claims, investigations or proceedings commenced or, to its such party’s knowledge, threatened againstthreatened, relating to or involving or otherwise affecting against the Company or any of its the Company Subsidiaries or Parent and any of or its Subsidiaries, as the case may beapplicable, that, if pending on the date of this Agreement, would have been required that are related to have been disclosed pursuant to any Section of this Agreement or that relate to the consummation of the transactions contemplated by this Agreement; , and (ivd) any representation or warranty of such party contained in this Agreement becoming untrue or inaccurate in any material respect, or the material failure of any party to comply with or satisfy any covenant, condition or agreement in this Agreement, in each case such that any of the conditions set forth in Exhibit A would not be satisfied or would give rise to a right a termination set forth in Section 8.1(e). In addition, the Company shall notify Parent and Purchaser promptly of any change or event that has had having, or would be which is reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, Effect or which would reasonably be likely to result in the case of the Company, or a Parent Material Adverse Effect, in the case of Parent; or (v) any change or event that it believes would or would be reasonably likely to cause or constitute a material breach failure of any of its representations, warranties or covenants contained the conditions set forth in this Agreement; and Exhibit A to be satisfied. In no event shall (bx) the Company shall notify Parent promptly (but in no event later than one (1) Business Day) after the imposition or occurrence delivery of any CMS Sanction; provided that no such notification shall notice by a party hereto pursuant to this Section 6.13 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement; provided, further, that a failure or (y) disclosure by the Company or Parent be deemed to comply with this Section 8.06 shall not amend or supplement the Company Disclosure Schedule or constitute the failure of an exception to any condition set forth in Article 9 to be satisfied unless the underlying change representation or event would independently result in the failure of a condition set forth in Article 9 to be satisfiedwarranty.

Notices of Certain Events. (a) Each of the The Company will notify Parent and Parent shall promptly advise the other Merger Sub (and provide copies if applicable) of (i) any notice or other material written or, to the Knowledge of the Company, oral communication from (x) any Person Governmental Entity or (y) any third party alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; Agreement (and 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 45 by this Agreement; Agreement (and the response thereto from the Company, its Subsidiaries or its Representatives), (iii) the commencement or threat, in writing, of any actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise Legal Action affecting the Company or any of its Subsidiaries or Parent and any of its Subsidiariestheir respective properties or assets, or, to the Knowledge of the Company, any employee, agent, director or officer, in his or her capacity as the case may besuch, that, which if pending on the date of this Agreementhereof, would have been required to have been disclosed by the Company pursuant to any Section of this Agreement or that relate which relates to the consummation of the transactions contemplated by this Agreement; Agreement (and the response thereto from the Company, its Subsidiaries or its Representatives), (iv) any change event, change, occurrence, circumstance or event that has had development between the date of this Agreement and the Effective Time of which causes, or would reasonably be reasonably likely expected to havecause, 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 (v) any change or event that it believes would or would be reasonably likely to cause or constitute a material breach of any of its representations, warranties or covenants contained in this Agreement; and (b) the Company shall notify Parent promptly (but in no event later than one (1) Business Day) after the imposition or occurrence of any CMS Sanction; provided that no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions condition to the obligations of the parties under Company to effect the Merger and the other transactions contemplated by this Agreement; providedAgreement not to be satisfied, further, that a (v) any material failure of the Company to comply with this Section 8.06 shall not constitute or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, and (vi) the failure occurrence of any an event which would reasonably be expected to have a Company Material Adverse Effect or that would otherwise reasonably be expected to cause a condition set forth in Article 9 to be satisfied unless the underlying change or event would independently result in the failure of a condition set forth in Article 9 VI not to be satisfied. With respect to any of the foregoing, the Company will consult with Parent and Merger Sub and their Representatives so as to permit the Company and Parent and their respective Representatives to cooperate to take appropriate measures to avoid or mitigate adverse consequences that may result from any of the foregoing.

Notices of Certain Events. (a) Each of Parent and the Company and Parent shall promptly advise give prompt notice to the other of (i) any 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 AgreementAmalgamation; (ii) any notice or other communication from any Governmental Authority Entity in connection with the transactions contemplated by this AgreementAmalgamation; (iii) any actions, suits, claims, investigations or proceedings Suits commenced or, to its knowledgethe Knowledge of the Company or the Knowledge of Parent, as the case may be, threatened in writing against, relating to or involving or otherwise affecting Parent or the Company Company, respectively, or any of its Subsidiaries or Parent and any of its their respective Subsidiaries, as the case may be, thatwhich, if pending on the date of this Agreementhereof, would have been required to have been disclosed pursuant to any Section of in this Agreement Agreement, or that otherwise relate to the consummation of the transactions contemplated by this AgreementAmalgamation; (iv) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation that is not so qualified becoming untrue or inaccurate in any material respect in each case to the extent that such untrue or inaccurate representations and warranties, individually or collectively, would cause the conditions set forth in Section 8.02(a) or Section 8.03(a) not to be satisfied; and (v) any event or proposed action that has caused, or is reasonably likely to cause, the failure of such party to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. In addition, each of Parent and the Company shall notify the other of any change or event that has had or would could reasonably be reasonably likely expected to have, individually or in the aggregate, a Parent Material Adverse Effect or a Company Material Adverse Effect, in respectively, or to materially delay or impede the case ability of the CompanyCompany or Parent, or a Parent Material Adverse Effectrespectively, in to perform their respective obligations pursuant to this Agreement and to effect the case of Parent; or (v) any change or event that it believes would or would be reasonably likely to cause or constitute a material breach of any of its representations, warranties or covenants contained in this Agreement; and (b) the Company shall notify Parent promptly (but in no event later than one (1) Business Day) after the imposition or occurrence of any CMS Sanction; provided that no such notification shall affect the representations, warranties, covenants or agreements consummation of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement; provided, further, that a failure to comply with this Section 8.06 shall not constitute the failure of any condition set forth in Article 9 to be satisfied unless the underlying change or event would independently result in the failure of a condition set forth in Article 9 to be satisfiedAmalgamation.

Notices of Certain Events. Each party hereto shall promptly notify the other of any fact, circumstance, event or action the existence, occurrence or taking of which (a) Each of has resulted in, or could reasonably be expected to result in, the Company representations and Parent shall promptly advise warranties made by such party hereunder not being true and correct so as to cause the other of condition set forth in Section 5.2(a) or Section 5.3(a), as applicable, to fail to be satisfied; (ib) any notice or other material communication from any Person alleging that the consent or approval of such Person is or may be required in connection with the execution of this Agreement or any Ancillary Agreement or Restructuring Agreement or the consummation of the transactions contemplated by this Agreementhereby or thereby if the failure to obtain such consent or approval would be material to the Business; (iic) any notice or other communication from any Governmental Authority Government Entity in connection with the transactions contemplated by this Agreement; (iiid) has resulted in, or could reasonably be expected to result in, the failure of any of the other conditions set forth in Section 5.1, Section 5.2 or Section 5.3 to be satisfied or (e) any actions, suits, claims, investigations or proceedings actions commenced or, to its knowledgethe Knowledge of such party, threatened againstthreatened, relating that relate to or involving or otherwise affecting the Company or any of its Subsidiaries or Parent and any of its Subsidiaries, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any Section execution of this Agreement or that relate to any Ancillary Agreement or Restructuring Agreement or the consummation of the transactions contemplated by hereby or thereby. Neither party’s receipt of information pursuant to this Agreement; (iv) Section 4.20 shall operate as a waiver or otherwise affect any change representation, warranty or event that has had agreement given 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 (v) any change or event that it believes would or would be reasonably likely to cause or constitute a material breach of any of its representations, warranties or covenants contained made in this Agreement; Agreement or any party’s right to indemnification hereunder, and (b) the Company shall notify Parent promptly (but in no event later than one (1) Business Day) after the imposition or occurrence of any CMS Sanction; provided that no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement; provided, further, that a failure to comply with this Section 8.06 shall not constitute be deemed to amend or supplement the failure of any condition set forth in Article 9 to be satisfied unless the underlying change or event would independently result in the failure of a condition set forth in Article 9 to be satisfiedDisclosure Schedules.

Notices of Certain Events. (a) Each of the Company Seller and Parent Buyer shall promptly advise notify the other of party of: (i) any 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 Agreementany Transaction Documents if the failure to obtain such consent would be reasonably likely to have a Material Adverse Effect; (ii) any material notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreementany Transaction Documents; (iii) the commencement of any actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries or Parent and any of its Subsidiaries, as the case may be, Action that, if pending on the date of this Agreement, would have been required to have been be disclosed pursuant to any Section of this Agreement or that relate to the consummation of the transactions contemplated by this Agreement; (iv) any change or event that has had or would be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effectto, in the case of the CompanySeller, or a Parent Material Adverse Effect‎‎Section 3.11, or, in the case of ParentBuyer, ‎Section 4.06; or (viv) any change fact or event that it believes occurrence which any such party obtains knowledge after the date hereof and which if existing and known at the date of this Agreement would have been required to be set forth or disclosed in or pursuant to this Agreement and which would cause a condition to any party’s obligations under this Agreement not to be fully satisfied. Seller will, as soon as reasonably likely to cause or constitute a material breach practicable, advise Buyer of any knowledge of its representations, warranties Seller of a breach (notwithstanding any grace or covenants contained in this Agreement; and (bcure period) the Company shall notify Parent promptly (but in no event later than one (1) Business Day) of any Material Contract after the imposition date hereof which would reasonably be expected to result in the modification, amendment, termination or occurrence cancellation of any CMS Sanction; provided that no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions Material Contract. Notwithstanding anything to the obligations of the parties under this Agreement; providedcontrary contained herein, further, that a Seller’s failure to comply with this Section 8.06 ‎Section 7.04 shall not constitute not, in and of itself, (x) be taken into account in determining whether the failure of any condition conditions set forth in Article 9 ‎Section 10.02 have been satisfied or (y) entitle any Buyer Indemnified Party to be satisfied unless indemnification, except to the underlying change or event would independently result in the failure of a condition set forth in Article 9 to be satisfiedextent such Buyer Indemnified Party was actually prejudiced by such failure.

Notices of Certain Events. The Company shall notify Parent and Merger Sub, and Parent and Merger Sub shall notify the Company, promptly of (a) Each of the Company and Parent shall promptly advise the other of (i) 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; Agreement (iiincluding a copy of such notice or communication to the extent in writing), (b) any notice or other written communication from any Governmental Authority Entity in connection with the transactions contemplated by this Agreement; Agreement (iiiincluding a copy of such notice or communication to the extent in writing), (c) any actionsLegal Actions commenced, suits, claims, investigations or proceedings commenced or, to its such party's knowledge, threatened againstthreatened, relating to or involving or otherwise affecting against the Company or any of its Subsidiaries or Parent and any of or its Subsidiaries, as the case may beapplicable, that, if pending on the date of this Agreement, would have been required that are related to have been disclosed pursuant to any Section of this Agreement or that relate to the consummation of the transactions contemplated by this Agreement; , and (ivd) any change or event that has had or would reasonably be reasonably likely expected to have, individually or in the aggregate, a Company Material Adverse Effect, in the case of the Company, Effect or a Parent Material Adverse Effect, in the case of Parent; or (v) any change or event that it believes would or would be reasonably likely to cause or constitute a material breach of any of its representationsas applicable. In addition, warranties or covenants contained in this Agreement; and (b) the Company shall notify Parent and Merger Sub, and Parent and Merger Sub shall notify the Company, promptly after obtaining knowledge of (but in no event later than one (1i) Business Day) after the imposition occurrence, or occurrence non-occurrence, of any CMS Sanction; provided event that no such notification shall affect the representations, warranties, covenants or agreements would be likely to cause any condition (including any of the parties (or remedies with respect theretoconditions set forth in Exhibit A) or the conditions to the obligations of the parties under other party to effect the Merger and the other transactions contemplated by this AgreementAgreement not to be satisfied, or (ii) the failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement that would reasonably be expected to result in any condition to the obligations of the other party to effect the Merger and the other transactions contemplated by this Agreement not to be satisfied; provided, furtherhowever, that a the delivery of any such notice shall not cure any breach of any representation or warranty, the failure to comply with this Section 8.06 shall not constitute any covenant, the failure of to meet any condition set forth in Article 9 or otherwise limit or affect the remedies available hereunder to be satisfied unless the underlying change or event would independently result in the failure of a condition set forth in Article 9 to be satisfiedparty receiving such notice.

Notices of Certain Events. (a) Each of the Seller and Company and Parent shall promptly advise the other notify Parent and Acquisition of (i) any 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; , (ii) any notice or other communication from any Governmental Authority Entity in connection with the transactions contemplated by this Agreement; Agreement and (iii) any actions, suits, claims, investigations or proceedings commenced or, to its knowledgethe knowledge of Seller and Company, threatened against, relating to or involving or otherwise affecting the either Acquired Company or any Subsidiary of its Subsidiaries or Parent and any of its Subsidiaries, as the case may be, either Acquired Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any Section of this Agreement 3.11 or that relate to the consummation of the transactions contemplated by this Agreement; (iv) any change or event 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 (v) any change or event that it believes would or would be reasonably likely to cause or constitute a material breach of any of its representations, warranties or covenants contained in this Agreement; and (b) Parent and Acquisition shall promptly notify Seller and Company of (i) any notice or other communication from any Person alleging that the Company shall notify consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the knowledge of Parent promptly (but in no event later than one (1) Business Day) after and Acquisition, threatened against, relating to or involving or otherwise affecting Parent or any Retained Subsidiary that, if pending on the imposition date of this Agreement, would have been required to have been disclosed pursuant to Section 4.11 or occurrence of any CMS Sanction; provided that no such notification shall affect relate to the representations, warranties, covenants or agreements consummation of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under transactions contemplated by this Agreement; provided, further, that a failure to comply with this Section 8.06 shall not constitute the failure of any condition set forth in Article 9 to be satisfied unless the underlying change or event would independently result in the failure of a condition set forth in Article 9 to be satisfied.

Notices of Certain Events. (a) Each From the date hereof until the Effective Time, upon the Knowledge of the Company and Parent Company, the knowledge of Buyer or the knowledge of Merger Sub, as the case may be, each such party shall promptly advise give the other parties written notice of the existence or occurrence of (i) any notice or other material communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; , or that any compensation or other benefit is due to be paid to such Person on the basis of any of the transactions contemplated by this Agreement, other than payments expressly provided for herein, (ii) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; , (iii) any actions, suits, claims, investigations or proceedings commenced or, to its knowledge, respective Knowledge or knowledge threatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries or Parent and any of its Subsidiaries, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any clauses (l), (q), (s), (u), (v), (x) or (dd) of Section of this Agreement 3.1 or Section 3.2(g) or that relate to the consummation of the transactions contemplated by this Agreement; , (iv) any change inaccuracy of any representation or event warranty contained in this Agreement and that has had or would reasonably be reasonably likely expected to havecause the conditions set forth in Sections 5.1, individually or in the aggregate5.2, a Company Material Adverse Effectand/or 5.3, in as the case of the Companymay be, or a Parent Material Adverse Effectnot to be satisfied, in the case of Parent; or (v) any change or event that it believes would or would be reasonably likely to cause or constitute a material breach failure of any of its representations, warranties or covenants contained in this Agreement; and (b) the Company shall notify Parent promptly (but in no event later than one (1) Business Day) after the imposition or occurrence of any CMS Sanction; provided that no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement; provided, further, that a failure party to comply with this Section 8.06 shall not constitute the failure of or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder any condition, or (vi) any condition set forth in Article 9 which might reasonably be expected to be satisfied unless prevent the underlying change or event would independently result in timely consummation of the failure of a condition set forth in Article 9 to be satisfiedtransactions contemplated hereby.

Notices of Certain Events. The Company shall notify Parent and Merger Sub, and Parent and Merger Sub shall notify the Company, promptly of (a) Each of the Company and Parent shall promptly advise the other of (i) 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; Agreement (iiincluding a copy of such notice or communication to the extent in writing), (b) any notice or other written communication from any Governmental Authority Entity in connection with the transactions contemplated by this Agreement; Agreement (iiiincluding a copy of such notice or communication to the extent in writing), (c) any actionsLegal Actions commenced, suits, claims, investigations or proceedings commenced or, to its such party’s knowledge, threatened againstthreatened, relating to or involving or otherwise affecting against the Company or any of its Subsidiaries or Parent and any of or its Subsidiaries, as the case may beapplicable, that, if pending on the date of this Agreement, would have been required that are related to have been disclosed pursuant to any Section of this Agreement or that relate to the consummation of the transactions contemplated by this Agreement; , and (ivd) any change or event that has had or would reasonably be reasonably likely expected to have, individually or in the aggregate, a Company Material Adverse Effect, in the case of the Company, Effect or a Parent Material Adverse Effect, in the case of Parent; or (v) any change or event that it believes would or would be reasonably likely to cause or constitute a material breach of any of its representationsas applicable. In addition, warranties or covenants contained in this Agreement; and (b) the Company shall notify Parent and Merger Sub, and Parent and Merger Sub shall notify the Company, promptly after obtaining knowledge of (but in no event later than one (1i) Business Day) after the imposition occurrence, or occurrence non-occurrence, of any CMS Sanction; provided event that no such notification shall affect the representations, warranties, covenants or agreements would be likely to cause any condition (including any of the parties (or remedies with respect theretoconditions set forth in Exhibit A) or the conditions to the obligations of the parties under other party to effect the Merger and the other transactions contemplated by this AgreementAgreement not to be satisfied, or (ii) the failure of Company on the one hand or Parent or Merger Sub on the other, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement that would reasonably be expected to result in any condition to the obligations of the other party to effect the Merger and the other transactions contemplated by this Agreement not to be satisfied; provided, furtherhowever, that a the delivery of any such notice shall not cure any breach of any representation or warranty, the failure to comply with this Section 8.06 shall not constitute any covenant, the failure of to meet any condition set forth in Article 9 or otherwise limit or affect the remedies available hereunder to be satisfied unless the underlying change or event would independently result in the failure of a condition set forth in Article 9 to be satisfiedparty receiving such notice.

Notices of Certain Events. (a) Each of the The Company shall notify Parent and Merger Sub, and Parent and Merger Sub shall notify the Company, promptly advise the other of (i) 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; , (ii) any material notice or other communication from any Governmental Authority Entity in connection with the transactions contemplated by this Agreement; , (iii) any actions, suits, claims, investigations Legal Actions (including copies of all pleadings and correspondence relating thereto) commenced or proceedings commenced or, to its knowledge, the Knowledge of the Company threatened against, relating to or involving or otherwise affecting against the Company or any of its Subsidiaries or Parent and any of or its Subsidiaries, as applicable, arising out of or relating to this Agreement or the transactions contemplated by this Agreement (“Transaction Legal Action”), and (iv) any representation or warranty of such party contained in this Agreement becoming untrue or inaccurate in any material respect, or the material failure of 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 Exhibit A would not be satisfied or would give rise to a right a termination set forth in Section 8.03(b) or Section 8.04(b), as the case may be. In addition, that, if pending on the date Company shall notify Parent and Merger Sub promptly 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; (iv) any change or event that has had having, or would be which is reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, Effect or which would reasonably be likely to result in the case of the Company, or a Parent Material Adverse Effect, in the case of Parent; or (v) any change or event that it believes would or would be reasonably likely to cause or constitute a material breach failure of any of its representations, warranties or covenants contained the conditions set forth in this Agreement; and (b) the Company shall notify Parent promptly (but in Annex I to be satisfied. In no event later than one (1) Business Day) after shall the imposition or occurrence delivery of any CMS Sanction; provided that no such notification shall notice by a party pursuant to this Section 6.05 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement; provided. With respect to any Transaction Legal Action, furtherthe Company shall give Parent the opportunity to participate in the defense, that a failure settlement, or compromise of any such Transaction Legal Action, and no such settlement or compromise shall be agreed to comply with without the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned, or delayed. For purposes of this Section 8.06 shall 6.05, “participate” means that Parent will be kept apprised of proposed strategy and other significant decisions with respect to the Transaction Legal Action by the Company (to the extent the attorney-client privilege between the Company and its counsel is not constitute undermined or otherwise affected), and Parent may offer comments or suggestions with respect to the failure of Transaction Legal Action but will not be afforded any condition decision making power or other authority over the Transaction Legal Action except for the settlement or compromise consent thereof as set forth in Article 9 to be satisfied unless the underlying change or event would independently result in the failure of a condition set forth in Article 9 to be satisfiedabove.

Notices of Certain Events. (a) Each of the The Company shall notify Parent and Merger Sub, and Parent and Merger Sub shall notify the Company, promptly advise the other of (i) any 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; , (ii) any notice or other communication from any Governmental Authority Entity in connection with the transactions contemplated by this Agreement; , (iii) any actionsLegal Actions commenced, suits, claims, investigations or proceedings commenced or, to its such party’s knowledge, threatened againstthreatened, relating to or involving or otherwise affecting against the Company or any of its Subsidiaries or Parent and any of or its Subsidiaries, as applicable, that are related to the transactions contemplated by this Agreement, and (iv) any representation or warranty of such party contained in this Agreement becoming untrue or inaccurate in any material respect, or the material failure of 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 paragraph (b) or (c) of Exhibit A would not be satisfied or would give rise to a right a termination set forth in Section 8.03(b) or Section 8.04(b), as the case may be. In addition, that, if pending on the date Company shall notify Parent and Merger Sub promptly 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; (iv) any change or event that has had having, or would be which is reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, Effect or which would reasonably be likely to result in the case of the Company, or a Parent Material Adverse Effect, in the case of Parent; or (v) any change or event that it believes would or would be reasonably likely to cause or constitute a material breach failure of any of its representations, warranties or covenants contained the conditions set forth in this Agreement; and (b) the Company shall notify Parent promptly (but in Exhibit A to be satisfied. In no event later than one (1) Business Day) after shall the imposition or occurrence delivery of any CMS Sanction; provided that no such notification shall notice by a party pursuant to this Section 6.06 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement. During the time period between the date of this Agreement until the Effective Time, the Company shall have the right to supplement and/or amend the Company Disclosure Letter; provided, furtherhowever, that the right to supplement and/or amend the Company Disclosure Letter shall apply only to facts, circumstances or events that occurred after the date of this Agreement and only where they would not be reasonably likely to have a failure to comply with this Section 8.06 shall not constitute the failure of any condition set forth in Article 9 to be satisfied unless the underlying change or event would independently result in the failure of a condition set forth in Article 9 to be satisfiedCompany Material Adverse Effect.

Notices of Certain Events. (a) Each of the The Company will notify Parent and Parent shall promptly advise the other Merger Sub (and provide copies if applicable) of (i) any notice or other material written or, to the Knowledge of the Company, oral communication from (x) any Person Governmental Entity or (y) any third party alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; Agreement (and 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 (and the response thereto from the Company, its Subsidiaries or its Representatives), (iii) the commencement or threat, in writing, of any actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise Legal Action affecting the Company or any of its Subsidiaries or Parent and any of its Subsidiariestheir respective properties or assets, or, to the Knowledge of the Company, any employee, agent, director or officer, in his or her capacity as the case may besuch, that, which if pending on the date of this Agreementhereof, would have been required to have been disclosed by the Company pursuant to any Section of this Agreement or that relate which relates to the consummation of the transactions contemplated by 39 this Agreement; Agreement (and the response thereto from the Company, its Subsidiaries or its Representatives), (iv) any change event, change, occurrence, circumstance or event that has had development between the date of this Agreement and the Effective Time of which causes, or would reasonably be reasonably likely expected to havecause, 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 (v) any change or event that it believes would or would be reasonably likely to cause or constitute a material breach of any of its representations, warranties or covenants contained in this Agreement; and (b) the Company shall notify Parent promptly (but in no event later than one (1) Business Day) after the imposition or occurrence of any CMS Sanction; provided that no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions condition to the obligations of the parties under Company to effect the Merger and the other transactions contemplated by this Agreement; providedAgreement not to be satisfied, further, that a (v) any material failure of the Company to comply with this Section 8.06 shall not constitute or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, and (vi) the failure occurrence of any an event which would reasonably be expected to have a Company Material Adverse Effect or that would otherwise reasonably be expected to cause a condition set forth in Article 9 to be satisfied unless the underlying change or event would independently result in the failure of a condition set forth in Article 9 VI not to be satisfied. With respect to any of the foregoing, the Company will consult with Parent and Merger Sub and their Representatives so as to permit the Company and Parent and their respective Representatives to cooperate to take appropriate measures to avoid or mitigate adverse consequences that may result from any of the foregoing.

Notices of Certain Events. (a) Each of the The Company shall notify Parent and Merger Sub, and Parent and Merger Sub shall notify the Company, promptly advise the other of (i) any 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; , (ii) any notice or other communication from any Governmental Authority Entity in connection with the transactions contemplated by this Agreement; , (iii) any actionsLegal Actions commenced, suits, claims, investigations or proceedings commenced or, to its such party’s knowledge, threatened againstthreatened, relating to or involving or otherwise affecting against the Company or any of its Subsidiaries Parent or Parent and any of its Subsidiaries, as applicable, that are related to the transactions contemplated by this Agreement, and (iv) any representation or warranty of such party contained in this Agreement becoming untrue or inaccurate in any material respect, or the material failure of 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 Annex I would not be satisfied or would give rise to a right a termination set forth in Section 8.03(b) or Section 8.04(b), as the case may be. In addition, that, if pending on the date Company shall notify Parent and Merger Sub promptly 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; (iv) any change or event that has had having, or would be which is reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, Effect or which would reasonably be likely to result in the case of the Company, or a Parent Material Adverse Effect, in the case of Parent; or (v) any change or event that it believes would or would be reasonably likely to cause or constitute a material breach failure of any of its representations, warranties or covenants contained the conditions set forth in this Agreement; and Annex I to be satisfied. In no event shall (bx) the Company shall notify Parent promptly (but in no event later than one (1) Business Day) after the imposition or occurrence delivery of any CMS Sanction; provided that no such notification shall notice by a party pursuant to this Section 6.06 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement; provided, further, that a failure or (y) disclosure by the Company or Parent be deemed to comply with this Section 8.06 shall not amend or supplement the Company Disclosure Schedule or constitute the failure of an exception to any condition set forth in Article 9 to be satisfied unless the underlying change representation or event would independently result in the failure of a condition set forth in Article 9 to be satisfiedwarranty.

Notices of Certain Events. (a) Each of the Company and Parent shall promptly advise notify the other of: any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect at or prior to the Effective Time; the failure by it to perform, or comply with, in any material respect, any of its obligations, covenants, or agreements contained in this Agreement, which failure, either individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect; the Company obtaining knowledge of a material breach by Parent, or Parent obtaining knowledge of a material breach by the Company, of their respective representations, warranties or covenants hereunder of which the breaching party has not already given notice pursuant to clauses (ia) or (b) above; any notice or other material communication from any Person third party alleging that the consent of such Person third party is or may be required in connection with the transactions contemplated by this Agreement; (ii) any notice or other communication from any Governmental Authority Entity in connection with the transactions contemplated by this Agreement; (iii) any actions, suits, claims, investigations investigations, orders, decrees, complaints or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company Company, Parent or any of its their respective Subsidiaries or Parent and any of its Subsidiaries, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any Section of this Agreement or that relate to the consummation of the transactions contemplated by this Agreement; (iv) any change or event 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 (v) any change or event that it believes would or would be reasonably likely to cause or constitute a material breach of any of its representations, warranties or covenants contained in this Agreement; and (b) the Company shall notify Parent promptly (but in no event later than one (1) Business Day) after the imposition or occurrence of any CMS Sanction; provided that no such notification shall affect other event which would reasonably be likely to have a Material Adverse Effect on the representations, warranties, covenants Company or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement; provided, further, that a failure to comply with this Section 8.06 shall not constitute the failure of cause any condition set forth in Article 9 Annex A hereto to be satisfied unless unsatisfied in any material respect at any time prior to consummation of the underlying change Offer; provided, however, that the delivery of any notice pursuant to this Section 6.11 shall not limit or event would independently result in otherwise affect the failure of a condition set forth in Article 9 remedies available hereunder to be satisfiedthe party receiving such notice.

Notices of Certain Events. (a) Each of the Company From and Parent shall promptly advise the other of (i) any 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; (ii) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (iii) any actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries or Parent and any of its Subsidiaries, as the case may be, that, if pending on after the date of this AgreementAgreement until the Effective Time, would have been required to have been disclosed pursuant to each of Parent and Buyer shall promptly notify the other in writing of (a) the occurrence or non-occurrence of any Section event, the occurrence or non-occurrence of this Agreement or that relate to the consummation of the transactions contemplated by this Agreement; (iv) any change or event 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 (v) any change or event that it believes which would or would be reasonably likely to cause any representation or constitute warranty of Sellers or Buyer, respectively, contained herein to be untrue or inaccurate in any material respect at the Closing, that would reasonably be expected to cause any condition not to be satisfied, or which, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect or Buyer Material Adverse Effect, as applicable, at Closing (b) any event which would reasonably be expected to cause any of the conditions in ARTICLE VIII not to be satisfied, (c) any material breach failure of such party to comply with any covenant, condition or agreement to be complied with by such party hereunder, (d) any notice from any Key Employee of the Analytical Technologies Business that he or she intends to terminate his or her employment, and (e) any material Action or Investigation commenced or, to any party's knowledge, threatened against, such party or any of its representationsSubsidiaries or Affiliates or otherwise relating to, warranties involving or covenants contained affecting such party or any of its Subsidiaries or Affiliates, in each case in connection with, arising from or otherwise relating to any transaction contemplated hereby, including, any material Action or Investigation challenging the fairness of the transactions contemplated by this Agreement; Agreement or the fairness of the Sale Process, and any material Action or Investigation based upon any alleged breach of fiduciary duty, usurping corporate opportunity or similar breach of care, loyalty or comparable claims by or against any officer or director of Parent or any of its Affiliates (b) the Company shall notify Parent promptly (but in no event later than one (1) Business Day) after the imposition or occurrence collectively, "Transaction Litigation"). The delivery of any CMS Sanction; provided that no such notification notice pursuant to this Section 7.24 or any other materials or notices following the date hereof shall affect not, without the express written consent of the other party, be deemed to (z) modify the representations, warranties, covenants or agreements hereunder of the parties party delivering such notice, (y) amend or remedies with respect thereto) supplement the Sellers' Disclosure Schedule or the conditions Buyer's Disclosure Schedule, as applicable, or (z) cure or prevent any misrepresentation, inaccuracy, untruth or breach of any representation, warranty, covenant or agreement set forth in this Agreement or failure to satisfy any condition set forth in ARTICLE VIII, or otherwise limit or affect the remedies available hereunder to any party, including for any purpose of ARTICLE X. For purposes of indemnification under ARTICLE X, to the obligations extent relating to a representation and warranty of the parties under this Agreement; providedSellers in ARTICLE V or Buyer in ARTICLE VI, further, that a failure to comply with this Section 8.06 7.24 shall not constitute be deemed a breach of the failure representations and warranties of any condition Sellers set forth in Article 9 to ARTICLE V or of Buyer in ARTICLE VI, as applicable, of this Agreement and shall not be satisfied unless the underlying change or event would independently result in the failure deemed a breach of a condition set forth in Article 9 to be satisfied.any covenant. 110

Notices of Certain Events. The Company shall notify Parent and Merger Sub, and Parent and Merger Sub shall notify the Company, promptly of (a) Each of the Company and Parent shall promptly advise the other of (i) 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; , (iib) any material notice or other communication from any Governmental Authority Entity in connection with the transactions contemplated by this Agreement; , (iiic) any actions, suits, claims, investigations Legal Actions commenced or proceedings commenced or, to its such parties’ knowledge, threatened againstin writing, relating to or involving or otherwise affecting against the Company or any of its Subsidiaries or Parent and any of or its Subsidiaries, as the case may beapplicable, that, if pending on the date of this Agreement, would have been required that are related to have been disclosed pursuant to any Section of this Agreement or that relate to the consummation of the transactions contemplated by this Agreement; , and (ivd) any event, change or event that has had effect between the date of this Agreement and the Effective Time which causes or would be is reasonably likely to havecause the failure of the conditions set forth in Section 6.2(a), individually Section 6.2(b) or in the aggregate, a Company Material Adverse Effect, Section 6.2(c) of this Agreement (in the case of the Company, Company and its Subsidiaries) or a Parent Material Adverse Effect, Section 6.3(a) or Section 6.3(b) of this Agreement (in the case of ParentParent and Merger Sub), to be satisfied. From time to time, up until the date that is five (5) Business Days prior to the Closing, the Company and its Subsidiaries shall have the right (but not the obligation) to supplement or amend the Company Disclosure Letter with respect to any matters hereafter arising (each a “Schedule Supplement”). Notwithstanding the foregoing, for purposes of determining whether or not the condition set forth in Section 6.2(a) of this Agreement has been satisfied, such Schedule Supplement shall (for the purposes of Section 6.2(a) of this Agreement only) not be deemed to satisfy the otherwise unsatisfied condition in such section; or provided, however, that if, due to the matters disclosed by the Company in any Schedule Supplement, Parent determines to exercise its right to terminate this Agreement pursuant to Section 7.3(b), Parent shall deliver the written notice required by such Section 7.3(b) within ten (v10) any change or event that it believes would or would be reasonably likely to cause or constitute a material breach Business Days following its receipt of any of its representations, warranties or covenants contained such Schedule Supplement. Except as specifically set forth in this Agreement; and (b) the Company shall notify Parent promptly (but Section 5.7, in no event later than one shall (1x) Business Day) after the imposition or occurrence delivery of any CMS Sanction; provided that no such notification shall notice by a party pursuant to this Section 5.7 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement; provided, further, that a failure or (y) disclosure by the Company or Parent be deemed to comply with this amend or supplement the Company Disclosure Letter or constitute an exception to any representation or warranty. This Section 8.06 5.7 shall not constitute the failure a covenant or agreement for purposes of any condition set forth in Article 9 to be satisfied unless the underlying change Section 6.2(b) or event would independently result in the failure of a condition set forth in Article 9 to be satisfiedSection 6.3(b).

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

Notices of Certain Events. (a) Each From and after the date of this Agreement until the Effective Time, each of the Company and Parent shall promptly advise notify the other orally and in writing and keep the other reasonably informed with respect to the status of (i) the occurrence, or non-occurrence, of any event that, individually or in the aggregate, would reasonably be expected to cause any condition to the obligations of any Party to effect the Merger not to be satisfied, (ii) any Action commenced or, to any Party’s Knowledge, threatened against, such Party or any of its Subsidiaries or Affiliates (including its officers or directors) or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates (including its officers or directors), in each case in connection with, arising from or otherwise relating to the Merger or any other transaction contemplated hereby (including by providing copies of all pleadings with respect thereto) (the “Transaction Litigation”), (iii) the failure of any such Party to comply with or satisfy (or any change, condition or event that that results or would reasonably be expected to result in any failure of such party to comply with or satisfy) any material covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement, (iv) any notice or other material communication received by such party from any Governmental Entity in connection with the Merger or the related transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the transactions contemplated by this Agreement; hereby, (iiv) any other notice or other communication from any Governmental Authority Entity in connection with the Merger or the related transactions contemplated by this Agreement; hereby or (iiivi) any actionschange, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries or Parent and any of its Subsidiaries, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any Section of this Agreement or that relate to the consummation of the transactions contemplated by this Agreement; (iv) any change condition or event that has had renders or would reasonably be reasonably likely expected to haverender any representation or warranty of such Party set forth in this Agreement (disregarding any materiality qualification contained therein) to be untrue or inaccurate in any material respect at the Closing; provided, individually or in that the aggregate, a Company Material Adverse Effect, in the case delivery of the Company, or a Parent Material Adverse Effect, in the case of Parent; or (v) any change or event that it believes would or would be reasonably likely notice pursuant to cause or constitute a material this Section 6.7 shall not cure any breach of or otherwise affect any of its representationsrepresentation, warranties warranty, covenant or covenants contained in this Agreement; and (b) the Company shall notify Parent promptly (but in no event later than one (1) Business Day) after the imposition or occurrence of any CMS Sanction; provided that no such notification shall affect the representationsright, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations, of the Parties hereunder or otherwise limit or affect the obligations of the parties under this Agreement; provided, further, that a failure or remedies available hereunder to comply with this Section 8.06 shall not constitute the failure of any condition set forth in Article 9 to be satisfied unless the underlying change or event would independently result in the failure of a condition set forth in Article 9 to be satisfiedParty.

Notices of Certain Events. (a) Each The Company shall, upon obtain ing ------------------------- knowledge of any of the Company and following, promptly notify Parent shall promptly advise the other of in writing of: (i) any notice or other material communication from any Person alleging that Material Adverse Effect with respect to the consent of such Person is or may be required in connection with the transactions contemplated by this AgreementCompany; (ii) any change which makes it likely that any representation or warranty set forth in this Agreement regarding the Company or any of its Subsidiaries will not be true in any material respect at the Closing and which would be likely to cause any condition to the obligations of any party to effect the Merger not to be satisfied; (iii) the occur rence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any party to effect the Merger not to be satisfied; (iv) the failure of the Company 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 cause any condition to the obligations of any party to effect the Merger not to be satisfied; (v) any notice or other communication from any Governmental Authority Entity in connection with the transactions contemplated by this AgreementMerger; or (iiivi) any actions, suits, claims, investigations or other proceedings (or communications indicating that the same may be contemplated) commenced or, to its knowledge, or threatened against, relating to or involving or otherwise affecting against the Company or any of its Subsidiaries 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 resulted in any of the representations and warranties set forth in Section of this Agreement 3.9 being untrue or that inaccurate or which relate to the consummation of the transactions contemplated by Merger; provided, however, that the delivery of any notice pursuant to this Agreement; (iv) Section 5.5 -------- ------- shall not cure any change or event 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 (v) any change or event that it believes would or would be reasonably likely to cause or constitute a material breach of any of its representations, warranties representation or covenants contained in this Agreement; and (b) the Company shall notify Parent promptly (but in no event later than one (1) Business Day) after the imposition warranty or occurrence of any CMS Sanction; provided that no such notification shall otherwise limit or affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions available to the obligations of the parties under this Agreement; provided, further, that a failure to comply with this Section 8.06 shall not constitute the failure of any condition set forth in Article 9 to be satisfied unless the underlying change or event would independently result in the failure of a condition set forth in Article 9 to be satisfiedParent.

Notices of Certain Events. From and after the date hereof until the earlier of the Closing and such time as this Agreement is terminated in accordance with its terms the Company, on the one hand, and the Subscriber, on the other hand, shall use their respective reasonable best efforts to keep each other reasonably informed of the facts and circumstances within the knowledge of such Person regarding the Subscription and the other transactions contemplated by this Agreement and the other Transaction Documents, including the status of the conditions to closing specified in ‎‎Article 9, and any material developments that would reasonably be expected to cause such conditions to not be satisfied. The Company, on the one hand, and the Subscriber, on the other hand, shall promptly notify the other of, and provide copies of: (a) Each of the Company and Parent shall promptly advise the other of (i) any notice or other material communication received from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreementany of the Transaction Documents; (iib) if permitted by Law, any notice material correspondence, filings or other communication from communications between the Company, a Parent or any of their respective Representatives, or the Subscriber or any of its Representatives, as applicable, on the one hand, and any Governmental Authority Entity or members of its staff, on the other hand, in connection with the transactions contemplated by this Agreementany of the Transaction Documents; and (iiic) any actions, suits, claims, investigations or proceedings Proceedings commenced or, to its knowledge, knowledge threatened against, relating to or involving or otherwise affecting any Partnership, the Company Group, a Parent or any of its Subsidiaries or Parent and any of its Subsidiariesthe Subscriber, as the case may beapplicable, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any Section to‎ ‎‎Article 3 or ‎‎Article 4 of this Agreement or that relate to the consummation of the transactions contemplated by this Agreement; (iv) any change or event 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 (v) any change or event that it believes would or would be reasonably likely to cause or constitute a material breach of any of its representations, warranties or covenants contained in this Agreement; and (b) the Company shall notify Parent promptly (but in no event later than one (1) Business Day) after the imposition or occurrence of any CMS Sanction; provided that no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this AgreementTransaction Documents; provided, furtherhowever, that a failure the delivery of any notice pursuant to comply with this Section 8.06 this‎ ‎‎Section 5.03 shall not constitute limit or otherwise affect the failure remedies available under this Agreement or any of any condition set forth in Article 9 the other Transaction Documents to be satisfied unless the underlying change or event would independently result in the failure of a condition set forth in Article 9 to be satisfiedPerson receiving that notice.

Notices of Certain Events. The Company shall notify Parent and Merger Sub, and Parent and Merger Sub shall notify the Company, promptly of (a) Each of the Company and Parent shall promptly advise the other of (i) 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; Agreement (iiincluding a copy of such notice or communication to the extent in writing), (b) any notice or other written communication from any Governmental Authority Entity in connection with the transactions contemplated by this Agreement; Agreement (iiiincluding a copy of such notice or communication to the extent in writing), (c) any actionsLegal Actions commenced, suits, claims, investigations or proceedings commenced or, to its such party’s knowledge, threatened againstthreatened, relating to or involving or otherwise affecting against the Company or any of its Subsidiaries or Parent and any of or its Subsidiaries, as the case may beapplicable, that, if pending on the date of this Agreement, would have been required that are related to have been disclosed pursuant to any Section of this Agreement or that relate to the consummation of the transactions contemplated by this Agreement; , and (ivd) any change or event that has had or would reasonably be reasonably likely expected to have, individually or in the aggregate, a Company Material Adverse Effect, in the case of the Company, Effect or a Parent Material Adverse Effect, in the case of Parent; or (v) any change or event that it believes would or would be reasonably likely to cause or constitute a material breach of any of its representationsas applicable. In addition, warranties or covenants contained in this Agreement; and (b) the Company shall notify Parent and Merger Sub, and Parent and Merger Sub shall notify the Company, promptly after obtaining knowledge of (but in no event later than one (1i) Business Day) after the imposition occurrence, or occurrence non-occurrence, of any CMS Sanction; provided event that no such notification shall affect the representations, warranties, covenants or agreements would be likely to cause any condition (including any of the parties (or remedies with respect theretoconditions set forth in Exhibit A) or the conditions to the obligations of the parties under other party to effect the Merger and the other transactions contemplated by this AgreementAgreement not to be satisfied, or (ii) the failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement that would reasonably be expected to result in any condition to the obligations of the other party to effect the Merger and the other transactions contemplated by this Agreement not to be satisfied; provided, furtherhowever, that a the delivery of any such notice shall not cure any breach of any representation or warranty, the failure to comply with this Section 8.06 shall not constitute any covenant, the failure of to meet any condition set forth in Article 9 or otherwise limit or affect the remedies available hereunder to be satisfied unless the underlying change or event would independently result in the failure of a condition set forth in Article 9 to be satisfiedparty receiving such notice.

Notices of Certain Events. (a) Each of the Parent and Company and Parent shall promptly advise give prompt notice to the other of (i) any 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 AgreementMerger; (ii) any notice or other communication from any Governmental Authority Entity in connection with the transactions contemplated by this AgreementMerger; (iii) any actions, suits, claims, investigations or proceedings Suits commenced or, to its knowledgethe Knowledge of Company or the Knowledge of Parent, as the case may be, threatened in writing against, relating to or involving or otherwise affecting the Company Parent or Company, respectively, or any of its Subsidiaries or Parent and any of its their respective Subsidiaries, as the case may be, thatwhich, if pending on the date of this Agreementhereof, would have been required to have been disclosed pursuant to any Section of in this Agreement Agreement, or that otherwise relate to the consummation of the transactions contemplated by this AgreementMerger; (iv) any change representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation that is not so qualified becoming untrue or inaccurate in any material respect; and (v) any event or proposed action that is reasonably likely to cause the failure of such party to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. In addition, Company shall give prompt notice to Parent of the occurrence of a default or event that, with the giving of notice or lapse of time or both, will become a material default under any Material Contract, and each of Parent and Company shall notify the other of any change that has had or would could reasonably be reasonably likely expected to have, individually have a Parent Material Adverse Effect or in the aggregate, a Company Material Adverse Effect, respectively, or to materially delay or impede the ability of Company or Parent, respectively, to perform their respective obligations pursuant to this Agreement and to effect the consummation of the Merger. Notwithstanding any provision contained herein to the contrary, Company shall provide Parent notice of the number of Company’s employees who have suffered an “employment loss” (as defined in the case of the Company, or a Parent Material Adverse Effect, in the case of Parent; or (vWARN Act) any change or event that it believes would or would be reasonably likely to cause or constitute a material breach of any of its representations, warranties or covenants contained in this Agreement; and (b) the Company shall notify Parent promptly (but in no event later than one (1) Business Day) after the imposition or occurrence of any CMS Sanction; provided that no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions since ninety days prior to the obligations of date coinciding with the parties under this Agreement; provided, further, that a failure to comply with this Section 8.06 shall not constitute the failure of any condition set forth in Article 9 to be satisfied unless the underlying change or event would independently result in the failure of a condition set forth in Article 9 to be satisfiedClosing.

Notices of Certain Events. (a) Each The Company shall, upon obtaining knowledge of any of the Company and following, promptly notify Parent shall promptly advise the other of in writing of: (i) any notice or other material communication from any Person alleging that Material Adverse Effect with respect to the consent of such Person is or may be required in connection with the transactions contemplated by this AgreementCompany; (ii) any change which makes it likely that any representation or warranty set forth in this Agreement regarding the Company or any of its Subsidiaries will not be true in any material respect at the Closing and which would be likely to cause any condition to the obligations of any party to effect the Merger not to be satisfied; (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any party to effect the Merger not to be satisfied; (iv) the failure of the Company 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 cause any condition to the obligations of any party to effect the Merger not to be satisfied; (v) any notice or other communication from any Governmental Authority Entity in connection with the transactions contemplated by this AgreementMerger; or (iiivi) any actions, suits, claims, investigations or other proceedings (or communications indicating that the same may be contemplated) commenced or, to its knowledge, or threatened against, relating to or involving or otherwise affecting against the Company or any of its Subsidiaries 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 resulted in any of the representations and warranties set forth in Section of this Agreement 3.9 being untrue or that inaccurate or which relate to the consummation of the transactions contemplated by Merger; PROVIDED, HOWEVER, that the delivery of any notice pursuant to this Agreement; (iv) Section 5.5 shall not cure any change or event 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 (v) any change or event that it believes would or would be reasonably likely to cause or constitute a material breach of any of its representations, warranties representation or covenants contained in this Agreement; and (b) the Company shall notify Parent promptly (but in no event later than one (1) Business Day) after the imposition warranty or occurrence of any CMS Sanction; provided that no such notification shall otherwise limit or affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions available to the obligations of the parties under this Agreement; provided, further, that a failure to comply with this Section 8.06 shall not constitute the failure of any condition set forth in Article 9 to be satisfied unless the underlying change or event would independently result in the failure of a condition set forth in Article 9 to be satisfiedParent.

Notices of Certain Events. (a) Each of the Company Seller and Parent Buyer shall promptly advise notify the other of party of: (i) any 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 Agreementany Transaction Documents if the failure to obtain such consent would be reasonably likely to have a Material Adverse Effect; (ii) any material notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreementany Transaction Documents; (iii) the commencement of any actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries or Parent and any of its Subsidiaries, as the case may be, Action that, if pending on the date of this Agreement, would have been required to have been be disclosed pursuant to any Section of this Agreement or that relate to the consummation of the transactions contemplated by this Agreement; (iv) any change or event that has had or would be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effectto, in the case of the CompanySeller, or a Parent Material Adverse EffectSection 3.11, or, in the case of ParentBuyer, Section 4.06; or (viv) any change fact or event that it believes occurrence which any such party obtains knowledge after the date hereof and which if existing and known at the date of this Agreement would have been required to be set forth or disclosed in or pursuant to this Agreement and which would cause a condition to any party’s obligations under this Agreement not to be fully satisfied. Seller will, as soon as reasonably likely to cause or constitute a material breach practicable, advise Buyer of any knowledge of its representations, warranties Seller of a breach (notwithstanding any grace or covenants contained in this Agreement; and (bcure period) the Company shall notify Parent promptly (but in no event later than one (1) Business Day) of any Material Contract after the imposition date hereof which would reasonably be expected to result in the modification, amendment, termination or occurrence cancellation of any CMS Sanction; provided that no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions Material Contract. Notwithstanding anything to the obligations of the parties under this Agreement; providedcontrary contained herein, further, that a Seller’s failure to comply with this Section 8.06 7.04 shall not constitute not, in and of itself, (x) be taken into account in determining whether the failure of any condition conditions set forth in Article 9 Section 10.02 have been satisfied or (y) entitle any Buyer Indemnified Party to be satisfied unless indemnification, except to the underlying change or event would independently result in the failure of a condition set forth in Article 9 to be satisfiedextent such Buyer Indemnified Party was actually prejudiced by such failure.

Notices of Certain Events. (a) Each party hereto shall promptly notify the other party in writing of the occurrence of any matter or event that would or would reasonably be expected to cause any of the conditions set forth in Section 10.01 not to be satisfied. The Company shall promptly notify Parent in writing of the occurrence of any matter or event that would or would reasonably be expected to cause any of the conditions set forth in Section 10.02 not to be satisfied. Each of the Company and Parent Parties shall promptly advise notify the Company in writing of the occurrence of any matter or event that would or would reasonably be expected to cause any of the conditions set forth in Section 10.03 not to be satisfied. The Company or the Parent Parties, as applicable, shall promptly notify the other of (i) any notice or other material communication from any Person alleging asserting that the such Person’s consent of such Person is or may be required required, or that such Person is entitled to compensation or consideration from any of the Parent Parties, any Acquired Company or any of their respective Affiliates, in connection with the transactions contemplated by this Agreement; Agreement or the other Transaction Documents, (ii) any notice notice, letter or other communication received from any a Governmental Authority in connection with the transactions contemplated by this Agreement; Authority, (iii) any actionsrepresentation or warranty of the Company or the Parent Parties made in this Agreement or any other Transaction Document becoming untrue or inaccurate in any material respect, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting (iv) the failure of any Acquired Company or any of its Subsidiaries the Parent Parties to comply with or Parent and satisfy in any of its Subsidiariesmaterial respect any covenant, as the case may be, that, if pending on the date of this Agreement, would have been required condition or agreement to have been disclosed pursuant to any Section of be complied with or satisfied by such party under this Agreement or that relate to the consummation of the transactions contemplated by this Agreement; (iv) any change or event 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 other Transaction Document and (v) any change other event which constitutes a Material Adverse Effect with respect to either the Company or event that it believes would or would be reasonably likely to cause or constitute a material breach the Parent Parties. The delivery of any of its representations, warranties or covenants contained in notice pursuant to this Agreement; and (b) the Company Section 9.04 shall notify Parent promptly (but in no event later than one (1) Business Day) after way limit or otherwise affect the imposition or occurrence of any CMS Sanctionremedies available hereunder to the party receiving such notice; provided that no the delay or failure of a party to deliver any such notification notice shall affect the representationsnot, warrantiesin and of itself, covenants or agreements of the parties (or remedies with respect thereto) or the conditions be deemed to the obligations of the parties under this Agreement; provided, further, that result in a failure to comply with this Section 8.06 shall not constitute the failure be satisfied of any condition to Closing set forth in Article 9 to be satisfied unless the underlying change Section 10.01, Section 10.02 or event would independently result in the failure of a condition set forth in Article 9 to be satisfiedSection 10.03.

Notices of Certain Events. The Company shall, after becoming aware, give prompt notice to Parent and Merger Sub in writing of: (ai) Each (x) any representation or warranty made by the Company contained in this Agreement becoming untrue or inaccurate such that the conditions set forth in Section 8.02(a) would not be satisfied or (y) any failure of the Company or any of its Subsidiaries to comply with any covenant or agreement to be complied with by it under this Agreement such that the conditions set forth in Section 8.02(b) would not be satisfied; and (ii) the occurrence or existence of any event, change, circumstance, condition, development, occurrence or state of facts that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company shall give prompt notice to Parent, and Parent shall promptly advise give prompt notice to the other Company, of (i) any notice or other material communication received by such party from any Governmental Authority in connection with this Agreement or the Transactions or 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, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, and (ii) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (iii) any actions, suits, claims, investigations or proceedings Proceedings commenced or, to its knowledgesuch party's Knowledge, threatened against, relating to or involving or otherwise affecting the Company such party 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 which relate to have been disclosed pursuant to any Section of this Agreement or that relate the Transactions. Parent shall give prompt notice, after becoming aware, to the consummation Company in writing of (i) (x) any representation or warranty made by the Parent or Merger Sub contained in this Agreement becoming untrue or inaccurate such that the conditions set forth in Section 8.03(a) would not be satisfied or (y) any failure of the transactions contemplated Parent or Merger Sub to comply with any covenant or agreement to be complied with by it under this Agreement; Agreement such that the conditions set forth in Section 8.03(b) would not be satisfied and (ivii) the occurrence or existence of any change event, change, circumstance, condition, development, occurrence or event state of facts that has had or would reasonably be reasonably likely expected to have, individually or in the aggregate, a Company Material Adverse Effect, in material adverse effect on the case ability of Parent and Merger Sub to consummate the Company, Merger or perform their respective obligations under this Agreement on a Parent Material Adverse Effect, in the case of Parent; or (v) any change or event that it believes would or would be reasonably likely to cause or constitute a material breach of any of its representations, warranties or covenants contained in timely basis. No notification under this Agreement; and (b) the Company shall notify Parent promptly (but in no event later than one (1) Business Day) after the imposition or occurrence of any CMS Sanction; provided that no such notification Section 7.09 shall affect the representations, warranties, covenants representations or agreements warranties of the parties (or remedies with respect thereto) notifying party or the conditions to the obligations of the parties under this Agreement; provided, further, that a failure to comply with this Section 8.06 shall not constitute Agreement or limit or otherwise affect the failure of any condition set forth in Article 9 to be satisfied unless the underlying change or event would independently result in the failure of a condition set forth in Article 9 to be satisfiedremedies available hereunder.