Common use of Notification of Certain Matters Clause in Contracts

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the discovery of any fact or circumstance, or the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect or to cause any condition to the obligation of any party to effect the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed and (ii) any failure of the Company, Parent or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that the delivery of any notice pursuant to this Section 7.08 shall not (A) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereof, or non-compliance with, any other provision of this Agreement, or (B) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered shall not constitute a failure of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failure.

Notification of Certain Matters. The Company and Parent shall promptly notify each other of (a) The Company shall give prompt any notice to Parentor other communication received by such party from any Governmental Entity in connection with the Merger or the other 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 other transactions contemplated hereby, and Parent shall give prompt notice if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (ic) the discovery of any fact or circumstancecircumstance that, or the occurrence, occurrence or non-occurrence, occurrence of any event which could reasonably be expected to the occurrence or non-occurrence of which, would cause or result in any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect or to cause any condition the conditions to the obligation of any party to effect the Transactions Merger set forth in Article VI not to be being satisfied or the satisfaction of those conditions being materially delayed and (ii) in violation of any failure provision of the Company, Parent or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that the delivery of any notice pursuant to this Section 7.08 5.10 shall not (Ai) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereofof, or non-compliance with, any other provision of this Agreement, Agreement or (Bii) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, provided further, that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VIII VI except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement circumstance not so notified would, would standing alone, alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. From and after the date of this Agreement until the Effective Time or the earlier termination of this Agreement pursuant to Article VIII hereof, each party hereto shall promptly notify the other party hereto of (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the discovery of any fact or circumstance, or the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which could reasonably would be expected likely to cause cause: (i) any of their respective representations representation or warranties contained warranty made in this Agreement to become untrue by such party, or inaccurate any information furnished in any material respect or to cause any condition to the obligation of any party to effect Company Disclosure Schedule by such party, as the Transactions not case may be, to be satisfied inaccurate either at the time such representation or warranty was made, or such information is furnished, or at the satisfaction time of those conditions being materially delayed and the occurrence or non-occurrence of such event; or (ii) any failure by such party to comply with or satisfy any condition to the obligations of such party to effect the Offer, the Merger and the other transactions contemplated by this Agreement, or (b) the failure of the Company, Parent Company or Merger SubParent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under pursuant to this AgreementAgreement which would be likely to result in any of the conditions to the obligations of any party to effect the Offer, the Merger and the other transactions contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 7.08 6.07 shall not (A) be deemed to be an amendment of this Agreement or any schedule of the Company Disclosure Schedule and shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to on the date hereof, or non-compliance with, any other provision of this Agreement, or (B) . No delivery of any notice pursuant to this Section 6.07 shall limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered shall not constitute a failure of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failure.

Notification of Certain Matters. (a) The Company shall give prompt notice to ParentParent and Acquisition, and Parent and Acquisition shall give prompt notice to the Company, as the case may be, of (ia) the discovery of any fact occurrence or circumstance, or the occurrence, or non-occurrence, nonoccurrence of any event the occurrence or nonoccurrence of which could reasonably would be expected likely to cause any of their respective representations covenant, condition or warranties agreement contained in this Agreement to become untrue or inaccurate in any material respect or to cause any condition to the obligation of any party to effect the Transactions not to be complied with or satisfied or in all material respects prior to the satisfaction of those conditions being materially delayed and Tender Offer Purchase Time, (iib) any material failure of the Company, Parent or Merger SubAcquisition, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (c) the Company's becoming aware of any facts that have caused, or reasonably could be expected to cause, a violation by the Company of any Regulatory Law or regulations of the FDA or the DEA, (d) the Company's receipt of any notice, request for information or other writing from the FDA or the DEA (other than routine notices sent by the FDA or the DEA generally to regulated companies and which require no action or response thereto by the Company); and (e) the Company's becoming aware of any facts that have caused, or could reasonably be expected to cause, a breach, termination or non-renewal of any contract under this Agreementwhich the Company manufactures, packages, labels or tests a Product or that otherwise constitutes a materially adverse development with respect to the Company's business relationship with its customer under any such contract; provided, however, that the delivery of any notice pursuant to this Section 7.08 5.11 shall not (A) be deemed to cure any such breach of any representation or warranty requiring disclosure of such matter prior to the date hereof, or non-compliance with, any other provision of this Agreement, or (B) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered shall not constitute a failure of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failure.

Notification of Certain Matters. (a) The Company shall give prompt notice to ParentFrom the date hereof through the ------------------------------- Closing, and Buyer or Parent shall give prompt notice to Seller and the Company, Company of (ia) the discovery of any fact or circumstance, or the occurrence, or non-occurrencefailure to occur, of any event which could reasonably occurrence or failure would be expected likely to cause any representation or warranty of their respective representations the Buyer or warranties Parent contained in this Agreement or in any exhibit or schedule hereto to become be untrue or inaccurate in any material respect or to cause any condition to the obligation of any party to effect the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed and (iib) any failure of the Company, Buyer or Parent or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this AgreementAgreement or any exhibit or schedule hereto; provided, however, that the delivery of any notice pursuant to this Section 7.08 such disclosure shall not (A) be deemed to cure any breach of a representation, warranty, covenant or agreement or to satisfy any condition. From the date hereof through the Closing, Seller and the Company shall give prompt notice to Buyer or Parent of (a) the occurrence, or failure to occur, of any event which occurrence or failure would be likely to cause any representation or warranty requiring disclosure of such matter prior to the date hereof, or non-compliance with, any other provision of this Agreement, or (B) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties Seller or Company contained in this Agreement or in any exhibit or schedule hereto to whom such notice should be delivered shall not constitute a untrue or inaccurate in any material respect and (b) any failure of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact Seller or circumstance, the occurrence or non-occurrence of the event, or failure Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement or any exhibit or schedule hereto; provided, however, that such disclosure shall not so notified wouldbe deemed to cure any breach of a representation, standing alonewarranty, constitute such a failurecovenant or agreement or to satisfy any condition.

Notification of Certain Matters. (a) The Each of the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the discovery other Party of any fact fact, event or circumstancecircumstance known to it (a) that individually or taken together with all other facts, events and circumstances known to it, has had or the occurrence, or non-occurrence, of any event which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company or Parent or a Material Adverse Effect on the Company and its Subsidiaries or Parent and its Subsidiaries, in each case taken as a whole, (b) that would cause or constitute a breach of any of their respective representations its representations, warranties, covenants or warranties agreements contained in this Agreement to become untrue or inaccurate in any material respect or to herein, (c) that would cause the failure of any condition precedent to its obligations, (d) regarding any consent of a third party that is or may be required in connection with the obligation Merger, (e) relating to any notice or other communication from any Governmental Authority in connection with the Merger, or (f) in respect of any party Proceedings commenced relating to effect it or any of its Subsidiaries that, if pending on the Transactions not date of this Agreement, would have been required to be satisfied have been disclosed pursuant to Section 4.20 or the satisfaction of those conditions being materially delayed and (ii) any failure of the Company, Parent or Merger SubSection 5.9, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreementapplicable; provided, however, that (i) the delivery of any notice pursuant to this Section 7.08 7.8 shall not prevent or cure any misrepresentations, breach of warranty or breach of covenant, and (Aii) disclosure by the Company or Parent pursuant to this Section 7.8 shall not be deemed to cure any breach of amend or supplement either the Company Disclosure Schedule or the Parent Disclosure Schedule, or constitute an exception to any representation or warranty requiring disclosure of such matter prior to the date hereof, or non-compliance with, any other provision of under this Agreement, or (B) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered shall not constitute a failure of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failure.

Notification of Certain Matters. (a) The Company shall give prompt notice written notice, but in any event no less than within one (1) Business Day, to Parent, Parent and Parent shall give prompt notice written notice, but in any event no less than within one (1) Business Day to the Company, as the case may be, of (i) the discovery by the Company or Parent, as the case may be, of any fact or circumstanceevent, condition, fact, or circumstance that occurred or existed on or prior to the occurrenceAgreement Date and that caused or constitutes an inaccuracy in any representation or warranty made by such party in this Agreement, (ii) the occurrence or non-occurrence, occurrence of any event after the Agreement Date which could reasonably be expected is likely to cause any of their respective representations representation or warranties contained in this Agreement to become untrue or inaccurate in any material respect or to cause any condition to the obligation of any party to effect the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed and (ii) any failure warranty of the Company, Parent Company or Merger SubParent, as the case may be, to be untrue or inaccurate at the Closing Date such that the conditions to closing set forth in Article VI would fail to be satisfied, (iii) any failure by the Company or Parent, as the case may be, to materially comply with or materially satisfy any covenant, condition covenant or other agreement to be complied with or satisfied by it under this Agreementhereunder such that the conditions to closing set forth in Article VI would fail to be satisfied, and (iv) any event, condition, fact, or circumstance that would make the timely satisfaction of any of the conditions set forth in Article VI impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be; provided, however, that the delivery of any notice pursuant to this Section 7.08 5.8(a) shall not (A) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereof, or non-compliance with, any other provision of this Agreement, or (B) limit or otherwise affect the any remedies available hereunder to Parent or the party receiving such notice; providedCompany, further, that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice as the rights of the parties to whom such notice should be delivered shall not constitute a failure of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failurecase may be.

Notification of Certain Matters. (a) The From the date hereof through the earlier of the Effective Time and the termination of this Agreement pursuant to Section 8.01, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, Company of (ia) the discovery of any fact or circumstance, or the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which could reasonably be expected to cause any of their respective representations representation or warranties warranty contained in this Agreement to become be untrue or inaccurate in any material respect or to cause any condition to the obligation of any party to effect the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed and respect; (iib) any failure of the Company, Parent or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it under this Agreementhereunder; (c) any notice or other communication received by such party from any Governmental Authority in connection with the Merger or the other Transactions or from any other Person alleging that the consent of such Person is or may be required in connection with the Merger if the subject matter of such communication or the failure of such party to obtain such consent purports to materially affect the consummation of the Merger; and (d) any actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against such party or any of its Subsidiaries which purports to materially affect the consummation of the Merger; provided, however, that the delivery of any notice pursuant to this Section 7.08 6.07 shall not (A) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereof, or non-compliance with, any other provision of this Agreement, or (B) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered shall not constitute a failure of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failure.

Notification of Certain Matters. Ryland and Standard Pacific shall promptly notify each other of (a) The Company shall give prompt any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby, (b) any other notice or communication from any Governmental Entity in connection with the transactions contemplated hereby, (c) any Action commenced or, to Parentsuch party’s knowledge, and Parent shall give prompt notice threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Companytransactions contemplated hereby or (d) any change, of condition or event (i) the discovery of any fact that renders or circumstance, or the occurrence, or non-occurrence, of any event which could would reasonably be expected to cause render any representation or warranty of their respective representations or warranties contained such party set forth in this Agreement (disregarding any materiality qualification contained therein) to become be untrue or inaccurate in any material respect or to cause any condition to the obligation of any party to effect the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed and (ii) that results or would reasonably be expected to result in any failure of the Company, Parent or Merger Sub, as the case may be, such party to comply with or satisfy in any material respect any covenant, condition or agreement (including any condition set forth in Article VI) to be complied with or satisfied by it under this Agreementhereunder; provided, however, that no such notification shall affect any of the delivery of any notice pursuant to this Section 7.08 shall not (A) be deemed to cure any breach of any representation representations, warranties, covenants, rights or warranty requiring disclosure of such matter prior remedies, or the conditions to the date hereofobligations of, or non-compliance with, any other provision of this Agreement, or (B) limit or otherwise affect the remedies available hereunder to the party receiving such noticeparties hereunder; provided, provided further, that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered clause (d) shall not constitute a failure of a condition to the Merger set forth in Article VIII VI except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement circumstance not so notified would, would standing alone, alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (d) of the first sentence of this Section 5.9, neither Xxxxxx’x nor Standard Pacific’s compliance or failure of compliance with this Section 5.9 shall be taken into account for purposes of determining whether the conditions referred to in Section 6.2(b) or Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. (a) The Company shall give prompt notice to notify Parent, and Parent Parent, Buyer or Merger Subsidiary shall give prompt notice to notify the Company, of (i) the discovery of any fact or fact, event, circumstance, or the occurrencechange, condition, or non-occurrenceeffect that has had, of any event which could or would reasonably be expected to cause have, individually or in the aggregate, a Material Adverse Effect on the Company or Parent, as applicable, (ii) any of their respective representations representation or warranties warranty made by it contained in this Agreement to become becoming untrue or inaccurate in any material respect or to cause any condition to the obligation of any party to effect the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed respect, and (iiiii) any the failure of the Company, Parent or Merger Sub, as the case may be, by it to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case within three (3) business days of such Person becoming aware of the occurrence of such development; provided, however, provided that the delivery failure of any party to give a notice pursuant to this Section 7.08 shall not (A) be deemed to cure render any underlying breach of any representation or warranty requiring disclosure of such matter prior to the date hereofa breach of, or non-compliance a failure to comply with, any other provision a covenant for the purposes of this Agreement, or (B) limit or otherwise affect the remedies available hereunder . Failure to the party receiving such notice; provided, further, that failure to give prompt notice pursuant to comply with this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered 6.12(a) shall not constitute result in a failure of a condition by any party to satisfy the Merger conditions set forth in Article VIII except Section 7.2(a) or 7.3, as the case may be, unless the event or matter giving rise to the extent that the underlying fact obligation to notify hereunder involves a breach of a representation or circumstance, the occurrence or non-occurrence of the event, or warranty hereunder which results in a failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failure.the conditions set forth in Section

Notification of Certain Matters. (a) The Company shall give prompt written notice to Parent, Parent and Parent shall give prompt written notice to the Company, of (ia) the discovery of any fact or circumstance, or the occurrence, occurrence or non-occurrence, occurrence of any event known to such Party, the occurrence or non-occurrence of which could has resulted in, or is reasonably be expected likely to cause result in, any of their respective representations representation or warranties contained warranty set forth in this Agreement made by such Party to become be untrue or inaccurate in (taking into account any material respect or to cause any condition materiality qualification, to the obligation extent applicable) which would cause the failure of any party to effect either of the Transactions not conditions set forth in Sections 7.2(a) or 7.3(a) to be satisfied or the satisfaction of those conditions being materially delayed and satisfied, (iib) any failure of the Company, Parent or Merger Sub, as the case may be, by such Party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under hereunder which would cause the failure of either of the conditions set forth in Sections 7.2(a) or 7.3(a) to be satisfied, or (c) any action, suit, proceeding, inquiry or investigation pending or, to the Knowledge of such Party, threatened which questions or challenges or relates to this AgreementAgreement or the consummation of any of the Transactions; 44 provided, however, that the delivery of any notice pursuant to this Section 7.08 6.9 shall not (A) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereof, or non-compliance with, any other provision of this Agreement, or (B) limit or otherwise affect the remedies available hereunder to the party Party receiving such notice; provided, further, notice and that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice no such notification shall modify the rights representations or warranties of any Party or the parties to whom such notice should be delivered shall not constitute a failure of a condition conditions to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence obligations of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failureParty hereunder.

Notification of Certain Matters. Each of Vsource and TEAM will give prompt notice to the other of (ai) The Company any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the Merger, (iii) any litigation relating to, involving or otherwise affecting Vsource, TEAM or their respective subsidiaries that relates to or may reasonably be expected to affect, the consummation of the Merger. Vsource shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the discovery TEAM of any fact representation or circumstance, or the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties warranty made by it contained in this Agreement to become becoming untrue or inaccurate in any material respect inaccurate, or to cause any condition to the obligation of any party to effect the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed and (ii) any failure of the Company, Parent or Merger Sub, as the case may be, Vsource 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 each case, such that the conditions set forth in Section 6.3 would not be satisfied; provided, however, that no such notification shall affect the delivery representations, warranties, covenants or agreements of any the parties or the conditions to the obligations of the parties under this Agreement. TEAM shall give prompt notice pursuant to this Section 7.08 shall not (A) be deemed to cure any breach Vsource of any representation or warranty requiring disclosure of such matter prior to the date hereofmade by it or Merger Sub contained in this Agreement becoming untrue or inaccurate, or non-compliance with, any other provision of this Agreement, or (B) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered shall not constitute a failure of a condition to the TEAM or Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure Sub 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 each case, such that the conditions set forth in Section 6.2 would not so notified wouldbe satisfied; provided, standing alonehowever, constitute that no such a failurenotification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Notification of Certain Matters. (a) The Company shall give prompt notice to ParentCompany, Omron and Parent shall give prompt promptly notify each other of (a)(i) any notice or other communication received by a party to this Agreement from any Governmental Entity in connection with the Offer, the Merger or the other transactions contemplated hereby or (ii) any notice or other communication received by a party to this Agreement from any Person alleging that the consent of such Person is or may be required in connection with the Offer, the Merger or the other transactions contemplated hereby if, in the case of this clause (ii), the subject matter or result of such communication would reasonably be expected to be material to the CompanyCompany or the Offer, the Merger or the other transactions contemplated hereby, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Offer, the Merger or the other transactions contemplated hereby unless, in the case of a threatened Action, such Action is, or would reasonably be expected to be, solely for immaterial monetary relief or (ic) the discovery of any fact or circumstancecircumstance that, or the occurrence, occurrence or non-occurrence, occurrence of any event which could reasonably be expected to the occurrence or non-occurrence of which, would cause or result in any of their respective representations the Offer Conditions set forth in Exhibit A hereto or warranties contained in this Agreement to become untrue or inaccurate in any material respect or to cause any condition of the conditions to the obligation of any party to effect the Transactions Merger set forth in Article VII not to be being satisfied or the satisfaction of those conditions being materially delayed and (ii) in violation of any failure provision of the Company, Parent or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that the delivery of any notice pursuant to this Section 7.08 6.8 shall not (Ai) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereofof, or non-compliance with, any other provision of this Agreement, Agreement or (Bii) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VIII VII or the Offer Conditions set forth in Exhibit A hereto except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement circumstance not so notified would, would standing alone, alone constitute such a failure.

Notification of Certain Matters. The Company and Parent shall promptly notify each other of (a) The Company shall give prompt any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby, (b) any other notice or communication from any Governmental Entity in connection with the transactions contemplated hereby, (c) any Action commenced or, to Parentsuch party’s knowledge, and Parent shall give prompt notice threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Companytransactions contemplated hereby or (d) any change, of condition or event (i) the discovery of any fact that renders or circumstance, or the occurrence, or non-occurrence, of any event which could would reasonably be expected to cause render any representation or warranty of their respective representations or warranties contained such party set forth in this Agreement to become be untrue or inaccurate in any material respect respect, or to cause any condition to the obligation of any party to effect the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed and (ii) that results or would reasonably be expected to result in any failure of the Company, Parent or Merger Sub, as the case may be, such party to comply with or satisfy in any material respect any covenant, condition or agreement (including any condition set forth in Article VI) to be complied with or satisfied by it under this Agreementhereunder; provided, however, that with respect to any such change, condition or event described in the delivery foregoing clause (d)(i) that would not result in the failure of any notice pursuant a condition set forth in Article VI, the applicable party’s obligation to this Section 7.08 notify the other party “promptly” shall not (A) be deemed to cure any breach of any representation or warranty requiring disclosure satisfied if such notification is delivered within seven days of such matter prior to party becoming aware of the date hereof, applicable change condition or non-compliance with, any other provision of this Agreement, or (B) limit or otherwise affect the remedies available hereunder to the party receiving such noticeevent; provided, further, that no such notification shall affect any of the representations, warranties, covenants, rights or remedies, or the conditions to the obligations of, the parties hereunder; and provided, further, that an unintentional failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom provide such notice should be delivered notification shall not constitute a failure breach of a condition to covenant for purposes of the Merger closing conditions set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failureVI.

Notification of Certain Matters. (a) The Company Globespan and Virata shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, ------------------------------- promptly notify each other of (i) the discovery occurrence or non-occurrence of any fact or circumstance, or the occurrence, or non-occurrence, of any event which could would be reasonably be expected likely (A) to cause any of their respective its representations or warranties contained in this Agreement or in the Exhibits, Schedules, disclosure letters and the other agreements and instruments delivered in connection herewith to become be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time or (B) to cause any condition of the covenants, conditions or agreements to which it is subject under this Agreement or in the obligation of any party to effect Exhibits, Schedules, disclosure letters and the Transactions other agreements and instruments delivered in connection herewith not to be complied with or satisfied or the satisfaction of those conditions being materially delayed in any material respect and (ii) any failure of the Company, Parent Globespan or Merger SubVirata, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreementhereunder or pursuant to the Exhibits, Schedules, disclosure letters and the other agreements and instruments delivered in connection herewith in any material respect; provided, however, that no such notification shall affect the delivery -------- ------- representations or warranties of any party or the conditions to the obligations of any party hereunder. Each of Globespan and Virata shall give prompt notice to the other party of any notice pursuant to this Section 7.08 shall not (A) be deemed to cure or other communication from any breach of any representation or warranty requiring disclosure third party alleging that the consent of such matter prior to third party is or may be required in connection with the date hereof, or non-compliance with, any other provision of transactions contemplated by this Agreement, or (B) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered shall not constitute a failure of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failure.

Notification of Certain Matters. (a) The Company Seller shall give prompt written notice to ParentBuyer, and Parent Buyer shall give prompt written notice to the CompanySeller (each, a “Notice Letter”), of (i) the discovery of any fact or circumstance, or the occurrence, or non-occurrencefailure to occur, of any event which could reasonably that would be expected likely to cause any of their its respective representations or warranties contained in this Agreement to become be untrue or inaccurate in any material respect or to cause at any condition time from the Effective Date to the obligation of any party to effect the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed Closing, and (ii) any failure of the Company, Parent or Merger Sub, as the case may be, to comply with or satisfy satisfy, in any material respect, any covenant, condition condition, or agreement to be complied with or satisfied by it under this Agreement; provided, however, that the delivery . Upon receipt of any notice a Notice Letter by Buyer pursuant to this Section 7.08 6.2, Buyer shall not be entitled to terminate this Agreement by providing written notice to Sellers and Escrow Agent within ten (A10) be deemed to cure any breach days after receipt of any representation or warranty requiring disclosure of such matter prior to the date hereof, or non-compliance with, any other provision of Notice Letter. In the event this Agreement, or (B) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that failure to give prompt notice Agreement is terminated pursuant to this Section 7.08 which does not adversely prejudice 6.2, the Exxxxxx Money Deposit shall be refunded to Buyer, whereupon, except as provided for herein, this Agreement and all rights and obligations of the parties hereunder shall be null and void. If the Closing still occurs after Buyer’s receipt of the Notice Letter, then Buyer shall be deemed to whom such notice should be delivered shall not constitute a failure of a condition have waived any claim hereunder with respect to the Merger set forth matter discussed in Article VIII except such Notice Letter. If, prior to Closing, either Buyer or Seller obtains Knowledge of any matter that causes the extent that the underlying fact representations or circumstance, the occurrence or non-occurrence warranties of the eventother party contained in this Agreement to be untrue or inaccurate in any material respect, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failureparty shall promptly notify the other party thereof in writing.

Notification of Certain Matters. Parent (on behalf of itself and Buyer) and Seller (on behalf of itself and Company and Company Subsidiary) shall promptly notify each other of (a) The any notice or other communication received by such party or its Representatives from any Government Authority in connection with the transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby, if the subject matter of such communication could be material to Company, Company shall give prompt notice to Subsidiary, Parent, and Parent shall give Buyer or the prompt notice consummation of the transactions contemplated hereby, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relates to or is reasonably expected to affect the Companyprompt consummation of the transactions contemplated hereby, of (ic) the discovery of any fact or circumstancecircumstance that, or the occurrence, occurrence or non-occurrence, occurrence of any event which could the occurrence or non-occurrence of which, has caused or would cause or result in any of the conditions set forth in Article X not being satisfied or satisfaction of those conditions being materially delayed, (d) the occurrence or non-occurrence of any event, change, circumstance, effect or state of facts, individually or in the aggregate, that has caused or is reasonably be expected likely to cause any of their respective representations representation or warranties warranty contained in this Agreement of such party to become be untrue or inaccurate in any material respect respect, or to cause any condition to the obligation of any party to effect the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed and (iie) any material failure of the CompanySeller, Parent or Merger SubBuyer, as the case may be, or any officer, director, employee, agent or Representative of Seller, Parent or Buyer, as applicable, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that the delivery of any notice pursuant to this Section 7.08 6.16 shall not (Ai) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereofof, or non-compliance with, any other provision of this Agreement, Agreement or (Bii) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, provided further, that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered 6.16 shall not constitute a failure of a condition to the Merger set forth in Article VIII X except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement circumstance not so notified would, standing alone, constitute such a failure.

Notification of Certain Matters. (a) The At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the discovery of Merger Sub upon becoming aware that any fact representation or circumstance, or the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained warranty made by it in this Agreement to has become untrue or inaccurate in any material respect respect, or to cause any condition to the obligation of any party to effect the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed and (ii) any failure of the Company, Parent or Merger Sub, as the case may be, Company 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; provided, however, that the delivery of in any notice pursuant to this Section 7.08 shall not (A) be deemed to cure any breach of any representation such case if and only if such untruth or warranty requiring disclosure of such matter prior to the date hereofinaccuracy, or non-compliance withsuch failure, would reasonably be expected to cause any other provision of this Agreement, or (B) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered shall not constitute a failure of a condition to the Merger conditions set forth in Article VIII except Section 7.2(a) or Section 7.2(b) to fail to be satisfied, such notice to include a reasonably detailed description of the extent that the underlying fact fact, or circumstance, the occurrence or non-occurrence of any event or circumstance the eventoccurrence or non-occurrence of which resulted in such untruth, inaccuracy or failure failure; provided, however, that no such notification shall affect or be deemed to comply with modify any representation or satisfy warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided further, that the terms and conditions of the Confidentiality Agreement shall apply to any covenant, condition or agreement not so notified would, standing alone, constitute such a failureinformation provided to Parent pursuant to this Section 6.5(a).

Notification of Certain Matters. (a) The Prior to the Effective Time, the Company shall give provide prompt notice to ParentParent and Merger Sub, and Parent and Merger Sub shall give provide prompt notice to the Company, of (ia)(i) any notice or other communication from any Person alleging that the discovery Consent of any fact such Person is or circumstance, or may be required in connection with the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect or to cause any condition to the obligation of any party to effect the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed and Transactions; (ii) any notice or other communication from any Governmental Authority in connection with the Transactions; (iii) any Actions commenced or, to its Knowledge, threatened against, relating to or involving or otherwise affecting the Company or Parent and Merger Sub, 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; or (b) any material failure of Parent and Merger Sub or the Company, Parent or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that the delivery of any notice pursuant to this Section 7.08 5.5 shall not (Ai) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereofof, or non-compliance with, any other provision of this Agreement, ; or (Bii) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that a party’s good faith failure to give prompt notice pursuant to comply with this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered 5.5 shall not constitute a failure of a condition provide any other party the right not to effect the Merger set forth in Article VIII Transactions, except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence any other provision of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute this Agreement independently provides such a failureright.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) the discovery of any fact or circumstance, or the occurrence, or non-non occurrence, of any event the occurrence, or non occurrence, of which could reasonably be expected to cause any of their respective representations representation or warranties warranty contained in this Agreement to become be untrue or inaccurate in any material respect respect, in the case of representations or to cause warranties not qualified by any condition to “material” or “Company Material Adverse Effect” qualifier, or in any respect, in the obligation case of any party to effect representations or warranties qualified by the Transactions not to be satisfied “material” or the satisfaction of those conditions being materially delayed “Company Material Adverse Effect” qualifier, and (iib) any failure of the Company, Parent or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it under this Agreementhereunder; provided, however, that the delivery of any notice pursuant to this Section 7.08 6.05 shall not (A) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereof, or non-compliance with, any other provision of this Agreement, or (B) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided. In addition, further, that failure to the Company shall give prompt written notice pursuant to this Section 7.08 which does not adversely prejudice Parent, and Parent shall give prompt written notice to the rights Company, of any notice or other communication (i) from any person and the response thereto of the parties to whom Company or the Subsidiaries or Parent, as the case may be, or its or their Representatives alleging that the consent of such notice should person is or may be delivered required in connection with this Agreement or the Transactions, (ii) from any Governmental Authority and the response thereto of the Company or the Subsidiaries or Parent, as the case may be, or its or their Representatives in connection with this Agreement or the Transactions, and (iii) except in the event the Company Board shall not constitute have effected a failure Change of a condition Board Recommendation, from or to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failureSEC.

Notification of Certain Matters. (a) The Company shall give ------------------------------- prompt notice to Parent, the Purchaser and Parent the Purchaser shall give prompt notice to the Company, of (ia) the discovery occurrence or non-occurrence of any fact or circumstance, or the occurrence, event whose occurrence or non-occurrence, of any event which could reasonably as the case may be, would be expected likely to cause either (i) any of their respective representations representation or warranties warranty contained in this Agreement to become be untrue or inaccurate in any material respect or to cause at any condition time from the date hereof to the obligation Effective Time (except to the extent it refers to a specific date (but ignoring for the purpose of this sentence any party references to effect a specific date contained in the Transactions not to be satisfied representations and warranties contained in Sections 3.11, 3.13(a)(vi), 3.16, 3.18, 3.24 and 3.27 of this Agreement) or the satisfaction of those conditions being materially delayed and (ii) any condition set forth in Annex I to be unsatisfied in any material respect at any time from the date hereof to the date the Purchaser purchases Shares pursuant to the Offer (except to the extent it refers to a specific date), (b) any circumstances that, to the knowledge of the Company, may cause the Company to suffer any Company Material Adverse Change in the foreseeable future and (c) any material failure of the Company, Parent the Purchaser or Merger SubParent, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreementhereunder; provided, however, -------- ------- that the delivery of any notice pursuant to this Section 7.08 6.3 shall not (A) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereof, or non-compliance with, any other provision of this Agreement, or (B) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice or the rights representations or warranties of the parties to whom such notice should be delivered shall not constitute a failure of a condition or the conditions to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence obligations of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failureparties hereto.

Notification of Certain Matters. From and after the date of this Agreement until the Effective Time, each party hereto shall promptly notify the other parties hereto of (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the discovery of any fact or circumstance, or the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence of which could reasonably would be expected likely to cause (i) any of their respective representations or warranties contained made in this Agreement Agreement, or any information furnished in the Company Disclosure Schedule (A) which is not qualified as to become untrue or inaccurate materiality, not to be accurate in any material respect respect, or (B) which is qualified as to cause materiality, not to be accurate, in each case, at the time such representation or warranty is made or such information is furnished, or (ii) any condition to the obligation obligations of any party to effect the Transactions Merger not to be satisfied satisfied, or (b) the satisfaction of those conditions being materially delayed and (ii) any failure of the Company, Parent Fairfax or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under pursuant to this AgreementAgreement which would be likely to result in any condition to the obligations of any party to effect the Merger not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 7.08 6.07 shall not (A) be deemed to be an amendment of this Agreement or any Section in the Company Disclosure Schedule and shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereof, or non-compliance with, any other provision of this Agreement, or (B) . No delivery of any notice pursuant to this Section 6.07 shall limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice including the rights of Fairfax under Section 7.02 and those of the parties to whom such notice should be delivered Company under Section 7.03 in the event that a representation or warranty made by the Company or Fairfax herein shall not constitute a failure of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence be true and correct as of the event, date hereof or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such as of the date when made (if a failuredifferent date).

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any notice or other communication received by such party from any Governmental Authority in connection with the Transactions or from any Person alleging that the consent of such Person is or may be required in connection with the 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, (ii) any actions, suits, claims, investigations or proceedings commenced or, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Transactions, (iii) the discovery of any fact or circumstancecircumstance that, or the occurrence, occurrence or non-occurrence, occurrence of any event which could reasonably be expected to the occurrence or non-occurrence of which, would cause any of their respective representations representation or warranties warranty made by such party contained in this Agreement to become be untrue such that the conditions set forth in Section 6.2(a) or inaccurate in any material respect or to cause any condition to the obligation of any party to effect the Transactions 6.3(a) would not to be satisfied or the satisfaction of those conditions being materially delayed and (iiiv) any failure of the Company, Parent or Merger Sub, as the case may be, such party to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it under this Agreementhereunder such that the conditions set forth in Section 6.2(b) or 6.3(b) would not be satisfied; provided, however, that the delivery of any notice pursuant to this Section 7.08 5.7 shall not (Ax) be deemed to cure any breach of considered an admission that any representation or warranty requiring disclosure is untrue for purposes of such matter prior to the date hereofArticle VI or Article VII, (y) cure any breach or non-compliance with, with any other provision of this Agreement, Agreement or (Bz) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that the failure to give prompt deliver any notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered 5.7 shall not constitute a failure of a be considered in determining whether the condition to the Merger set forth in Section 6.2(b) or 6.3(b) has been satisfied or the related termination right in Article VIII VII is available except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or a party hereto is actually prejudiced by such failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failuregive notice.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any notice or other communication received by such party from any Governmental Entity in connection with the Offer, the Merger or the other transactions contemplated hereby or from any person alleging that the consent of such person is or may be required in connection with the Offer, the Merger or the other transactions contemplated hereby, 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, (ii) any actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Offer, the Merger or the other transactions contemplated hereby, (iii) the discovery of any fact or circumstancecircumstance that, or the occurrence, occurrence or non-occurrence, occurrence of any event which could reasonably be expected to the occurrence or non-occurrence of which, would cause or result in any of their respective representations the Tender Offer Conditions or warranties contained any of the conditions set forth in this Agreement to become untrue or inaccurate in any material respect or to cause any condition to the obligation of any party to effect the Transactions Article VI not to be being satisfied or the satisfaction of those conditions being materially delayed and (ii) in violation of any failure provision of the Company, Parent or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that the delivery of any notice pursuant to this Section 7.08 5.13 shall not (Ax) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereofof, or non-compliance with, any other provision of this Agreement, Agreement or (By) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided. The Company shall notify Parent, furtheron a reasonably current basis, that failure of any events or changes with respect to give prompt notice pursuant any material regulatory or other investigation or action involving the Company or any of its affiliates by any Governmental Entity, and shall reasonably cooperate with Parent or its affiliates in efforts to mitigate any adverse consequences to Parent or its affiliates which may arise (including by coordinating and providing assistance in meeting with regulators). The parties agree and acknowledge that, except with respect to clause (iii) of the first sentence of this Section 7.08 which does not adversely prejudice 5.13, the rights Company’s compliance or failure of the parties to whom such notice should be delivered compliance with this Section 5.13 shall not constitute a failure be taken into account for purposes of a determining whether the condition referred to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence paragraph (d) of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failureAnnex III shall have been satisfied.

Notification of Certain Matters. (a) The Company Parent shall use its reasonable best efforts to give prompt notice to Parent, and Parent shall give prompt written notice to the Company, of and the Company shall use its reasonable best efforts to give prompt written notice to Parent, of: (ia) the discovery of any fact representation or circumstance, or the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained warranty made by such party in this Agreement to become untrue or that is inaccurate in any material respect or to cause any condition to the obligation of any party to effect the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed and (ii) any failure as of the Company, date of this Agreement (or any representation or warranty made by such party in this Agreement that is qualified by materiality or refers to Company Material Adverse Effect or Parent or Merger SubMaterial Adverse Effect, as the case may be, that is inaccurate in any respect as of the date of this Agreement), the occurrence or non-occurrence of any event of which the Company is aware that would be reasonably likely to cause the condition precedent in Section 6.2(a) not to be satisfied or the occurrence or non-occurrence of any event of which Parent is aware that would be reasonably likely to cause the condition precedent in Section 6.3(a) not to be satisfied; or (b) any failure in any material respect of such party to comply in a timely manner with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it under this Agreement; provided, however, that the delivery of any notice pursuant to this Section 7.08 5.11 shall not (A) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereof, or non-compliance with, any other provision of this Agreement, or (B) limit or otherwise affect the remedies available hereunder under this Agreement to the party receiving such notice; provided, further, and provided further that failure no party shall have the right not to give prompt notice pursuant close the Merger or the right to terminate this Section 7.08 which does not adversely prejudice the rights Agreement as a result of the parties to whom delivery of such a notice should be delivered shall not constitute a failure of a condition to the Merger set forth in Article VIII except to the extent that if the underlying fact or circumstance, breach would not result in such party having such rights under the occurrence or non-occurrence terms of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failureArticles VI and VII hereof.

Notification of Certain Matters. (a) The Parent and the Company shall give prompt notice to Parent, and Parent shall each give prompt notice to the Company, other Party if any of the following occur after the date of this Agreement: (i) the discovery receipt of any fact written notice to the receiving Party from any third Person alleging that the consent or circumstance, approval of such third Person is or may be required in connection with the occurrence, or non-occurrence, Merger and the other transactions contemplated by this Agreement and such consent could (in the good faith determination of any event which could such Party) reasonably be expected to cause prevent or materially delay the consummation of the Merger or the other transactions contemplated by this Agreement; (ii) receipt of any notice or other communication from any Governmental Entity or the NYSE (or any other securities market) in connection with the Merger and the other transactions contemplated by this Agreement; or (iii) the occurrence of their respective representations an event which would or warranties contained would be reasonably likely to (A) prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby or (B) result in this Agreement to become untrue or inaccurate in any material respect or to cause the failure of any condition to the obligation of any party to effect the Transactions not Merger set forth in Article VI to be satisfied or the satisfaction of those conditions being materially delayed and (ii) any failure of the Company, Parent or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreementsatisfied; provided, however, that the delivery of any notice pursuant to this Section 7.08 5.7 shall not (A) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereof, or non-compliance with, any other provision of this Agreement, or (B) limit or otherwise affect the remedies of the Company or Parent available hereunder to the party receiving such notice; provided, further, that failure to give prompt notice and no information delivered pursuant to this Section 7.08 which does not adversely prejudice the rights 5.7 shall update any section of the parties to whom such notice should be delivered Company Disclosure Letter or the Parent Disclosure Letter or shall not constitute a failure of a condition to affect the Merger set forth in Article VIII except to the extent that the underlying fact representations or circumstance, the occurrence or non-occurrence warranties of the event, or Parties hereunder and the failure to comply with this Section 5.7 will not constitute the breach or satisfy any covenant, condition noncompliance of a covenant by such Party for determining the satisfaction of the conditions set forth in Section 6.2(b) or agreement not so notified would, standing alone, constitute such a failureSection 6.3(b).

Notification of Certain Matters. (a) The Parent and the Company shall give prompt notice to Parent, and Parent shall each give prompt notice to the Company, other Party if any of the following occur after the date of this Agreement: (i) the discovery receipt of any fact written notice to the receiving Party from any third Person alleging that the consent or circumstance, approval of such third Person is or may be required in connection with the occurrence, or non-occurrence, Mergers and the other transactions contemplated by this Agreement and such consent could (in the good faith determination of any event which could such Party) reasonably be expected to cause any (A) prevent or materially delay the consummation of their respective representations the Mergers or warranties contained in the other transactions contemplated by this Agreement or (B) be material to become untrue Parent or inaccurate the Company; (ii) receipt of any notice or other communication from any Governmental Entity or the NYSE (or any other securities market) in any material respect connection with the Mergers and the other transactions contemplated by this Agreement; or (iii) the occurrence of an event which would or would be reasonably likely to cause (A) prevent or materially delay the consummation of the Mergers or the other transactions contemplated hereby or (B) result in the failure of any condition to the obligation of any party to effect the Transactions not Mergers set forth in Article VI to be satisfied or the satisfaction of those conditions being materially delayed and (ii) any failure of the Company, Parent or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreementsatisfied; provided, however, that the delivery of any notice pursuant to this Section 7.08 5.6 shall not (A) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereof, or non-compliance with, any other provision of this Agreement, or (B) limit or otherwise affect the remedies of the Company or Parent available hereunder to the party receiving such notice; provided, further, that failure to give prompt notice and no information delivered pursuant to this Section 7.08 which does not adversely prejudice the rights 5.6 shall update any section of the parties to whom such notice should be delivered Company Disclosure Letter or the Parent Disclosure Letter or shall not constitute a failure of a condition to affect the Merger set forth in Article VIII except to the extent that the underlying fact representations or circumstance, the occurrence or non-occurrence warranties of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failureParties hereunder.

Notification of Certain Matters. (a) The Company Companies shall give prompt notice to Parent, and Parent shall give prompt written notice to the CompanyPurchaser, upon obtaining knowledge of (i) the discovery of any fact or circumstance, or the occurrence, or non-occurrencefailure to occur, of any event which could reasonably be expected occurrence or failure to cause occur causes (x) any of their respective representations representation or warranties warranty made by the Companies and contained in this Agreement to become be untrue or inaccurate in any material respect or to cause at any condition time from the date hereof to the obligation of any party to effect the Transactions not to be satisfied Closing, or the satisfaction of those conditions being materially delayed and (iiy) any material failure of the CompanyCompanies or of any officer, Parent director, employee or Merger Sub, as the case may beagent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that the delivery of any notice pursuant to this Section 7.08 no such notification shall not (A) be deemed to cure any breach or otherwise affect the representations or warranties of the Companies or the conditions to the obligations of the parties hereunder. The Purchaser shall give prompt notice to the Companies, upon obtaining knowledge of the occurrence, or failure to occur, of any event which occurrence or failure to occur causes (x) any representation or warranty requiring disclosure of such matter prior made by the Purchaser contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the date hereof, or non-compliance with, any other provision of this AgreementClosing, or (By) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that any material failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered shall not constitute a failure of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the eventPurchaser, or failure of any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement not so notified wouldto be complied with or satisfied by it under this Agreement; provided, standing alonehowever, constitute that no such a failurenotification shall be deemed to cure any breach or otherwise affect the representations or warranties of the Purchaser or the conditions to the obligations of the parties hereunder.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any notice or other communication received by such Party from any Governmental Entity in connection with the Merger or the other 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 other transactions contemplated hereby, if the subject matter of such communication or the failure of such Party to obtain such consent would be material to the Company, the Surviving Corporation or Parent, (ii) any actions, suits, claims, investigations or proceedings commenced or, to such Party’s Knowledge, threatened against, relating to or involving or otherwise affecting such Party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby, (iii) the discovery of any fact or circumstancecircumstance that, or the occurrence, occurrence or non-occurrence, occurrence of any event which could the occurrence or non-occurrence of which, would reasonably be expected likely to cause or result in any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect or to cause any condition the conditions to the obligation of any party to effect the Transactions Merger set forth in Article VI not to be being satisfied or the satisfaction of those conditions being materially delayed and (ii) in violation of any failure provision of the Company, Parent or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that the delivery of any notice pursuant to this Section 7.08 5.12 shall not (Ax) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereofof, or non-compliance with, any other provision of this Agreement, Agreement or (By) limit or otherwise affect the remedies available hereunder to the party Party receiving such notice; and, provided, further, that the failure to give prompt notice hereunder pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered clause (iii) shall not constitute a failure of a condition to the Merger set forth in Article VIII VI except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement circumstance not so notified would, would standing alone, alone constitute such a failure. The Company shall notify Parent, on a reasonably current basis, of any events or changes with respect to any regulatory investigation or action involving the Company or any of its Affiliates, and shall reasonably cooperate with Parent and its Affiliates in efforts to mitigate any adverse consequences to Parent or its Affiliates which may arise (including by coordinating and providing assistance in meeting with regulators).

Notification of Certain Matters. The Company and Parent shall promptly notify each other of (a) The Company shall give prompt any notice to Parentor other communication received by such party from any Governmental Entity in connection with the Merger or the other 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 other transactions contemplated hereby, and Parent shall give prompt notice if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the Merger or the other transactions contemplated hereby or (ic) the discovery of any fact or circumstancecircumstance that, or the occurrence, occurrence or non-occurrence, occurrence of any event which could the occurrence or non-occurrence of which, would reasonably be expected to cause or result in any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect or to cause any condition to the obligation of any party to effect the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed and (ii) any failure of the Company, Parent or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that the delivery of any notice pursuant to this Section 7.08 shall not (A) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereof, or non-compliance with, any other provision of this Agreement, or (B) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered shall not constitute a failure of a condition to the Merger set forth in Article VIII except VI not being satisfied or satisfaction of those conditions being materially delayed; provided, however, that that no notification given pursuant to the extent that the underlying fact this Section 5.11 shall (w) limit, modify or circumstance, the occurrence or non-occurrence otherwise affect any of the eventrepresentations, warranties, covenants, obligations or failure conditions contained in this Agreement, (x) otherwise prejudice in any way the rights and remedies of Parent and Merger Sub contained in this Agreement, (y) be deemed to comply with affect or satisfy modify Parent’s or Merger Sub’s reliance on the representations, warranties, covenants and agreements made by the Company in this Agreement or (z) be deemed to amend or supplement the Company Disclosure Letter or prevent or cure any covenantmisrepresentation, condition breach of warranty or agreement not so notified would, standing alone, constitute such a failurebreach of covenant by the Company.

Notification of Certain Matters. (a) The During the Pre-Closing Period, the Company shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, of (ia) any notice or other communication received by such party from any Governmental Authority in connection with the this Agreement or any of the Transactions, (b) any notice or other communication received by such party from any person alleging that the consent, approval, permission or waiver of such person is or may be required in connection with any of the Transactions, (c) any actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its subsidiaries which relate to this Agreement or any of the Transactions, (d) any Stockholder Litigation, and (e) the discovery by a party to this Agreement of any fact fact, circumstance or circumstance, or the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect or to cause any condition to the obligation of any party to effect the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed and (ii) any failure of the Company, Parent or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that the delivery of any notice pursuant to this Section 7.08 shall not (A) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereof, or non-compliance with, any other provision of this Agreement, or (B) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered shall not constitute a failure of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstanceevent, the occurrence or non-occurrence of which could reasonably be expected to result in (i) the eventfailure of any representation or warranty of such party contained in this Agreement to be true or correct in all material respects at or prior to the Merger Closing, (ii) any failure of such party to comply in all material respects with such party’s covenants or agreements hereunder, or (iii) the failure of any of the conditions of the obligations set forth in Article VI or Annex I to be satisfied or the satisfaction of which to be materially delayed; provided that the failure to comply with deliver any notice pursuant to this Section 5.6 shall not be considered in determining whether the conditions set forth in Article VI or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failureAnnex I have been satisfied.

Notification of Certain Matters. The Company and Parent shall promptly notify each other of (a) The Company shall give prompt any notice to Parentor other communication received by such party from any Governmental Entity in connection with the Merger or the other 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 other transactions contemplated hereby, and Parent shall give prompt notice if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby, or (ic) the discovery of any fact or circumstancecircumstance that, or the occurrence, occurrence or non-occurrence, occurrence of any event which could reasonably be expected to the occurrence or non-occurrence of which, would cause or result in any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect or to cause any condition the conditions to the obligation of any party to effect the Transactions Merger set forth in Article VI not to be being satisfied or the satisfaction of those conditions being materially delayed and (ii) in violation of any failure provision of the Company, Parent or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that the delivery of any notice pursuant to this Section 7.08 5.9 shall not (Ai) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereofof, or non-compliance noncompliance with, any other provision of this Agreement, or (Bii) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, provided further, that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VIII VI except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement circumstance not so notified would, standing alone, constitute such a failure. The parties agree and acknowledge that the Company’s compliance or failure of compliance with this Section 5.9 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any notice or other communication received by such party from any Governmental Entity in connection with the Offer, the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Offer, the Merger or the other transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent would reasonably be expected to be material to the Company, the Surviving Corporation or Parent, (ii) any actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Offer, the Merger or the other transactions contemplated hereby, (iii) the discovery of any fact or circumstancecircumstance that, or the occurrence, occurrence or non-occurrence, occurrence of any event which could the occurrence or non-occurrence of which, would cause or result, or would reasonably be expected to cause or result, in any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect or to cause any condition the conditions to the obligation of any party to effect Offer or the Transactions Merger set forth in Annex A or Article VII not to be being satisfied or the satisfaction of those conditions being materially delayed and (ii) any failure of the Company, Parent or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreementdelayed; provided, however, that the delivery of any notice pursuant to this Section 7.08 6.10 shall not (Ax) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereofof, or non-compliance with, any other provision of this Agreement, Agreement or (By) limit or otherwise affect the remedies available hereunder to the party receiving such notice; and, provided, further, that the failure to give prompt notice hereunder pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered clause (iii) shall not constitute a failure of a condition to the Merger set forth in Annex A or Article VIII VII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement circumstance not so notified would, standing alone, would constitute such a failure.

Notification of Certain Matters. (a) The Company and Majority Shareholder shall give prompt notice to Parent, Merger Sub and Parent and Merger Sub and Parent shall give prompt notice to the CompanyCompany and Majority Shareholder, of (ia) the discovery occurrence or non-occurrence of any fact or circumstance, or the occurrence, event whose occurrence or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect or to cause any condition to the obligation of any party to effect the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed and (ii) any failure of the Company, Parent or Merger Sub, as the case may be, would be likely to cause either (i) any representation or warranty contained in this Agreement to be untrue or inaccurate at any time from the date hereof to the Effective Time or (ii) any condition set forth in Article X to be unsatisfied on any date (assuming, for such purposes, that such date was the Stock Purchase Closing Date) from the date hereof to the Stock Purchase Closing Date and (b) any material failure of the Company, Majority Shareholder, Merger Sub or Parent, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it under this Agreementhereunder; provided, however, that the delivery of any notice pursuant to this Section 7.08 7.4 shall not (A) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereof, or non-compliance with, any other provision of this Agreement, or (B) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, furtherthe representations or warranties of the parties, that failure the conditions to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights obligations of the parties to whom such notice should be delivered shall not constitute a failure of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the eventhereto, or failure to comply with any indemnification obligation contained in Articles VIII or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failureIX hereof.

Notification of Certain Matters. (a) The At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, (i) subject to applicable Law, and upon Parent’s request, the executive officers of the Company shall consult in good faith on a regular basis with Parent to report material (individually or in the aggregate) operational developments, the status of relationships with customers, resellers, partners, suppliers, licensors, licensees, distributors, and others having material business relationships with the Company or any of its Subsidiaries, the status of ongoing operations and other matters reasonably requested by Parent under procedures reasonably requested by Parent, and (ii) the Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the discovery of Acquisition Sub upon becoming aware that any fact representation or circumstance, or the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained warranty made by it in this Agreement to has become untrue or inaccurate in any material respect respect, or to cause any condition to the obligation of any party to effect the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed and (ii) any failure of the Company, Parent or Merger Sub, as the case may be, Company 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 any such case if and only to the extent that such untruth or inaccuracy, or such failure, would cause or reasonably be expected to cause any of the conditions to the obligations of Parent and Acquisition Sub to consummate the transactions contemplated hereby set forth in Section 7.2(a) and Section 7.2(b) to not be satisfied at the Closing; provided, however, provided that the delivery of any notice pursuant to this Section 7.08 no such information or notification shall not (A) affect or be deemed to cure any breach of modify any representation or warranty requiring disclosure of such matter prior the Company set forth in this Agreement or the conditions to the date hereof, obligations of Parent and Acquisition Sub to consummate the transactions contemplated by this Agreement or non-compliance with, any other provision of this Agreement, or (B) limit or otherwise affect the remedies available hereunder to the party receiving such noticeparties hereunder; provided, further, that failure the terms and conditions of the Confidentiality Agreement shall apply to give prompt notice any information provided to Parent pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered shall not constitute a failure of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failure6.13(a).

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other 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 other transactions contemplated hereby, 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, (b) any Legal Proceedings commenced or, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its subsidiaries which relate to the Merger or the other transactions contemplated hereby, or (c) the discovery of any fact or circumstancecircumstance that, or the occurrence, occurrence or non-occurrence, occurrence of any event which could the occurrence or non-occurrence of which, would reasonably be expected to cause or result in any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect or to cause any condition the conditions to the obligation of any party to effect the Transactions Merger set forth in ARTICLE VII not to be being satisfied or the satisfaction of those conditions being materially delayed and (ii) in violation of any failure provision of the Company, Parent or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that the delivery of any notice pursuant to this Section 7.08 6.10 shall not (Ai) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereofof, or non-compliance with, any other provision of this Agreement, (ii) be deemed to amend or supplement the Company Disclosure Schedule, or (Biii) limit or otherwise affect the remedies available hereunder to the party receiving such notice; providednotice or the representations, furtherwarranties, that failure covenants or agreements of the parties, or the conditions to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights obligations of the parties to whom such notice should be delivered hereto. The parties agree and acknowledge that the Company’s compliance or failure of compliance with this Section 6.10 shall not constitute a failure be taken into account for purposes of a determining whether the condition referred to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failureSection 7.2(b) shall have been satisfied.

Notification of Certain Matters. (a) The Parent shall give prompt notice to the Company and the Company shall give prompt notice to Parent, and Parent shall give prompt notice to as the Companycase may be, of (i) the discovery of any fact or circumstance, or the occurrence, or non-occurrencefailure to occur, of any event event, which could occurrence or failure to occur is reasonably be expected likely to cause (a)(i) any representation or warranty of their respective representations such party contained in this Agreement that is qualified as to “materiality,” or warranties “Company Material Adverse Effect” to be untrue or inaccurate in any respect or (ii) any other representation or warranty of such party contained in this Agreement to become be untrue or inaccurate in any material respect respect, in each case at any time from and after the date of this Agreement until the Offer Closing or to cause any condition to the obligation of any party to effect the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed and (iib) any material failure of the Company, Parent or Merger SubSub or the Company, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided. In addition, however(i) the Company shall give prompt notice to Parent of any change or event having, or which would be reasonably likely to have, a Company Material Adverse Effect, (ii) Parent shall give prompt notice to the Company, and the Company shall give prompt notice to Parent, as the case may be, of any change or event which would be reasonably likely to result in the failure of any of the conditions set forth in Exhibit A to be satisfied, and (iii) each of Parent and the Company shall give prompt notice to the other after receiving or becoming aware of any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the Transactions. Notwithstanding the above, the delivery of any notice pursuant to this Section 7.08 shall 6.3 will not (A) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereof, or non-compliance with, any other provision of this Agreement, or (B) limit or otherwise affect the representations, warranties, covenants or agreements of the parties, the remedies available hereunder to the party receiving such notice; provided, further, that failure notice or the conditions to give prompt notice pursuant such party’s obligation to this Section 7.08 which does not adversely prejudice consummate the rights of the parties to whom such notice should be delivered shall not constitute a failure of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failureTransactions.

Notification of Certain Matters. (a) The Company shall give prompt notice (provided that no delay shall be deemed a breach of this Section 5.6 unless Parent is actually harmed) to Parent, and Parent shall give prompt notice to the Company, of of: (ia) the discovery of any fact or circumstance, or the occurrence, occurrence or non-occurrence, occurrence of any event event, the occurrence or non-occurrence of which could reasonably be expected is likely to cause any representation or warranty of their respective representations or warranties contained the Company set forth in this Agreement to become be untrue or inaccurate in any material respect at or to cause any condition prior to the obligation of any party to effect the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed Effective Time, and (iib) any failure of the Company, Parent or Merger Sub, as the case may be, Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreementhereunder; provided, however, that the delivery of any notice pursuant to this Section 7.08 5.6 shall not (A) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereof, or non-compliance with, any other provision of this Agreement, or (Bi) limit or otherwise affect the any remedies available hereunder to the party receiving such notice, or (ii) constitute an acknowledgment or admission of a breach of this Agreement; and provided, further, further that the failure to give prompt deliver a notice pursuant to this Section 7.08 which does 5.6 shall not adversely prejudice be considered in determining whether the rights condition set forth in Section 1.2(b)(ii)(A) or Section 1.2(b)(ii)(B) has been satisfied. No disclosure by the Company pursuant to this Section 5.6 shall affect or be deemed to modify, amend or supplement any representation or warranty set forth herein or in the Disclosure Schedule or the conditions to the obligations of the parties to whom such notice should be delivered shall not constitute a failure of a condition to consummate the Merger set forth in Article VIII except accordance with the terms and provisions hereof, restrict, impair or otherwise affect any Indemnified Parties’ right to the extent that the underlying fact indemnification hereunder or circumstanceotherwise prevent or cure any misrepresentations, the occurrence breach of warranty or non-occurrence breach of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failure.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of to the extent in each case it obtains Knowledge thereof, of: (i) any notice or other communication received by such Party or its Subsidiaries from any Governmental Authority in connection with the transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby, if the subject matter of such communication or the failure of such Party to obtain such consent is reasonably likely to be material to the Company, Parent or the Surviving Corporation or to materially impede or delay the consummation of the transactions contemplated hereby; (ii) any actions, suits, claims, investigations or proceedings commenced or threatened against, relating to or involving or otherwise affecting such Party or any of its Subsidiaries and that relate to the Merger; (iii) any inaccuracy of any representation or warranty of the Company or Parent, as applicable, contained herein at any time during the term hereof; (iv) the discovery of any fact or circumstancecircumstance that, or the occurrence, occurrence or non-occurrence, occurrence of any event which could reasonably be expected to cause any the occurrence or non-occurrence of their respective representations or warranties contained which, would result in this Agreement to become untrue or inaccurate in any material respect or to cause any condition to the obligation of any party to effect the Transactions not failure to be satisfied or of any of the satisfaction of those conditions being materially delayed to the Closing in Article VIII; and (iiv) any material failure of the Company, Parent or Merger Sub, as the case may be, such Party to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it under this Agreement; providedhereby which would result in the failure to be satisfied of any of the conditions to the Closing in Article VIII. In the case of clauses (iii), (iv) and (v), however, that the delivery of any notice pursuant to this Section 7.08 shall not (A) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereof, or non-compliance with, any other provision of this Agreement, or (B) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered shall not constitute a failure of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with this Section 7.11 shall not result in the failure to be satisfied of any of the conditions to the Closing in Article VIII, or satisfy give rise to any covenantright to terminate this Agreement under Article IX, condition if the underlying fact, circumstance, event or agreement failure would not so notified would, standing alone, constitute in and of itself give rise to such a failurefailure or right.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, Parent and Merger Sub and Parent and Merger Sub shall give prompt notice to the Company, Company of (ia) any written notice or other communication received from any Person alleging that the consent of such Person is required in connection with the Transactions, (b) any notice from any Governmental Authority in connection with the Transactions, (c) any Actions or claims commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that relate to the Transactions, (d) the discovery of any fact or circumstance, or the occurrence, occurrence or non-occurrence, occurrence of any event which could reasonably be expected to event, that would cause any of their respective representations representation or warranties warranty made by such party contained in this Agreement to become be, with respect to the Company, untrue or inaccurate such that the condition set forth in Section 8.02 would not be satisfied, and with respect to Parent and Merger Sub, untrue or inaccurate in any material respect or to cause any condition to the obligation of any party to effect the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed respect, and (iie) any material failure of the Company, Parent or Merger Sub, as the case may be, such party to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it under this Agreementhereunder; provided, however, that the delivery of any notice pursuant to this Section 7.08 7.11 shall not (Ai) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereofof, or non-compliance with, any other provision of this Agreement, Agreement or (Bii) limit or otherwise affect the remedies available hereunder to the party receiving such notice; and provided, further, that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered shall not constitute a failure of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with this Section 7.11 prior to the Closing Date in and of itself will not constitute the failure of the condition to Closing to be satisfied unless (i) such failure materially prejudices another party’s ability to exercise its rights or satisfy any covenant, remedies hereunder prior to the Closing or (ii) the underlying event would independently result in the failure of the applicable condition or agreement not so notified would, standing alone, constitute such a failureto Closing to be satisfied.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) any notice or other written communication received by such party from any Governmental Entity in connection with the Merger or the other 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 other transactions contemplated hereby, 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, (b) any actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its subsidiaries which relate to the Merger or the other transactions contemplated hereby, (c) the discovery of any fact or circumstancecircumstance that, or the occurrence, occurrence or non-occurrence, occurrence of any event which could reasonably be expected to the occurrence or non-occurrence of which, would cause or result in any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect or to cause any condition the conditions to the obligation of any party to effect the Transactions Merger set forth in Article VII not to be being satisfied or the satisfaction of those conditions being materially delayed and (ii) in violation of any failure provision of the Company, Parent or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that the delivery of any notice pursuant to this Section 7.08 6.10 shall not (Ai) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereofof, or non-compliance with, any other provision of this Agreement, Agreement or (Bii) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, . The parties agree and acknowledge that (1) the Company’s compliance or failure to give prompt notice pursuant to of compliance with this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered 6.10 shall not constitute a failure be taken into account for purposes of a determining whether the condition to the Merger set forth in Article VIII except Section 7.2(b) shall have been satisfied or, in and of itself, give rise to the extent that the underlying fact or circumstance, the occurrence or non-occurrence any right of the event, termination under Section 8.4(b) and (2) Parent’s compliance or failure of compliance with this Section 6.10 shall not be taken into account for purposes of determining whether the condition set forth in Section 7.3(b) shall have been satisfied or, in and of itself, give rise to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failureright of termination under Section 8.3(b).

Notification of Certain Matters. (a) The Company Fxxxxx shall give prompt notice to Parent, Apogent and Parent Apogent shall give prompt notice to Fxxxxx, as the Companycase may be, of (i) the discovery of any fact or circumstance, or the occurrence, or non-occurrencefailure to occur, of any event event, which could occurrence or failure to occur would reasonably be expected to cause (a)(i) any representation or warranty of their respective representations or warranties such party contained in this Agreement that is qualified as to become “materiality” or “Material Adverse Effect” to be untrue or inaccurate in any respect or (ii) any other representation or warranty of such party contained in this Agreement that is not qualified as to “materiality” or “Material Adverse Effect” to be untrue or inaccurate in any material respect respect, in each case at any time from and after the date of this Agreement until the Effective Time, or to cause any condition to the obligation of any party to effect the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed and (iib) any material failure of Fxxxxx and the Company, Parent Merger Sub or Merger SubApogent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided. In addition, howeverFxxxxx shall give prompt notice to Apogent and Apogent shall give prompt notice to Fxxxxx, that as the case may be, of any change or event having, or which would reasonably be expected to have, a Material Adverse Effect on such party and its Subsidiaries, taken as a whole, or which would reasonably be expected to result in the failure of any of the conditions set forth in Article VI to be satisfied. Notwithstanding the above, the delivery of any notice pursuant to this Section 7.08 shall 5.14 will not (A) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereof, or non-compliance with, any other provision of this Agreement, or (B) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that failure notice or the conditions to give prompt notice pursuant such party’s obligation to this Section 7.08 which does not adversely prejudice consummate the rights of the parties to whom such notice should be delivered shall not constitute a failure of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failureMerger.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other 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 other transactions contemplated hereby, 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, (ii) any actions, suits, claims, investigations or proceedings commenced or, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby, (iii) the discovery of any fact or circumstancecircumstance that, or the occurrence, occurrence or non-occurrence, occurrence of any event which could the occurrence or non-occurrence of which, would cause or result, or be reasonably be expected likely to cause or result, in any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect or to cause any condition the Conditions to the obligation of any party to effect the Transactions Merger set forth in Article VI not to be being satisfied or the satisfaction of those conditions being materially delayed and (ii) any failure of the Company, Parent or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreementdelayed; provided, however, that the delivery of any notice pursuant to this Section 7.08 5.12 shall not (Ax) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereofof, or non-compliance with, any other provision of this Agreement, Agreement or (By) limit or otherwise affect the remedies available hereunder to the party receiving such notice; and, provided, further, that the failure to give prompt notice hereunder pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered clause (iii) shall not constitute a failure of a condition Condition to the Merger set forth in Article VIII VI except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement circumstance not so notified would, would standing alone, alone constitute such a failure. The Company shall notify Parent, on a reasonably current basis, of any events or changes with respect to any criminal or material regulatory investigation or action involving the Company or any of its Affiliates (but, excluding traffic violations or similar misdemeanors), and shall reasonably cooperate with Parent or its Affiliates in efforts to mitigate any adverse consequences to Parent or its Affiliates which may arise (including by coordinating and providing assistance in meeting with regulators).

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of and the Company shall give prompt notice to Parent, of: (i) the discovery occurrence, or non-occurrence, in each case, to the knowledge of the Company or Parent, as the case may be, of any fact or circumstance, or event the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained results in this Agreement to become untrue or inaccurate in any material respect or to cause any condition to the obligation of any party to effect the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed and (ii) any failure executive officers of the Company, Parent Company or Merger SubParent, as the case may be, having a good faith belief that such change or event would be reasonably likely to comply with cause (x) any representation or satisfy warranty of such entity contained in this Agreement that is not qualified as to materiality to be untrue or inaccurate in any material respect, (y) any representation or warranty of such entity contained in this Agreement that is qualified as to materiality to be untrue or inaccurate in any respect, or (z) any covenant, condition or agreement of such entity contained in this Agreement not to be complied with or satisfied in all material respects; and (ii) the executive officers of the Company or Parent, as the case may be, believing in good faith that the Company or Parent, as the case may be, has, to the knowledge of the Company or Parent, as the case may be, failed to comply with in all material respects or satisfy in all material respects any covenant, condition or agreement of such entity to be complied with or satisfied by it under this Agreementhereunder; provided, however, that the delivery of any notice pursuant to this Section 7.08 7.14 shall not (A) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereof, or non-compliance with, any other provision of this Agreement, or (B) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided. Each of the Company, further, that failure to Parent and Sub shall give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered shall not constitute a failure of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact other parties hereof of any notice or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failure.other

Notification of Certain Matters. (a) The Company WPZ shall give prompt notice to Parent, and (in the case of clauses (a), (d) and (e) of this Section 7.8 only) Parent and Merger Subsidiary shall give prompt notice to the CompanyWPZ, of (ia) the discovery of any fact or circumstance, or the occurrence, or non-occurrencefailure to occur, of any event event, which occurrence or failure to occur has caused or is reasonably likely to cause any representation or warranty of such party contained in this Agreement or the other agreements contemplated hereby to be untrue at any time from the date of this Agreement to the Closing Date, (b) any Material Adverse Effect with respect to the WPZ Companies, taken as a whole, or any event, change, occurrence, effect, fact, condition, development or circumstance or series of events, changes, occurrences, effects, facts, conditions, developments or circumstances that could reasonably be expected to cause result in a Material Adverse Effect with respect to the WPZ Companies, taken as a whole, (c) any material claims, actions, proceedings, litigation or governmental investigations commenced or, to its Knowledge, threatened, involving or affecting WPZ or any of its Subsidiaries or any of their respective representations material property or warranties contained in this Agreement to become untrue or inaccurate in any material respect or to cause any condition to the obligation of any party to effect the Transactions not to be satisfied assets or the satisfaction of those conditions being materially delayed and transactions contemplated hereby which is likely to have a Material Adverse Effect on the WPZ Companies, taken as a whole, (iid) any failure of the Company, WPZ or Parent or Merger Subof any officer, as the case may bedirector, employee or agent thereof to comply in all material respects with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, hereunder or (e) any written notice which Parent has received from its bank financing sources to the effect that the delivery of any notice pursuant to this Section 7.08 shall not (A) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereof, or non-compliance with, any other provision of this Agreement, or (B) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered shall not constitute a failure of a condition to the Merger set forth in Article VIII except Section 8.3(e) will not to be satisfied. Notwithstanding anything in this Agreement to the extent that the underlying fact or circumstancecontrary, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failure.no

Notification of Certain Matters. (a) The Company shall give prompt notice to ParentParent and Purchaser, and Parent and Purchaser shall give prompt notice to the Company, of (i) the discovery of any fact occurrence or circumstance, or the occurrence, or non-occurrence, nonoccurrence of any event the occurrence or nonoccurrence of which could reasonably would be expected likely to cause any of their respective representations representation or warranties warranty contained in this Agreement Agreement, which is qualified as to become materiality, to be untrue or inaccurate, or any representation or warranty not so qualified, to be untrue or inaccurate in any material respect at or to cause any condition prior to the obligation closing of any party to effect the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed and Offer, (ii) any material failure of the Company, Parent or Merger SubPurchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice or lapse of time or both, would become a default, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time under any contract or agreement to which it or any of its subsidiaries is a party or is subject material to the financial condition, business or results of operations of it and its subsidiaries, taken as a whole, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect with respect to such party; provided, however, that the delivery of any notice pursuant to this Section 7.08 6.07 shall not (A) be deemed to cure any such breach of any representation or warranty requiring disclosure of such matter prior to the date hereof, or non-compliance with, any other provision of this Agreement, or (B) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered shall not constitute a failure of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failure.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) the discovery of any fact or circumstance, or the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which could reasonably be expected to cause any of their respective representations representation or warranties warranty contained in this Agreement to become be untrue or inaccurate in any material respect respect, in the case of representations or to cause warranties not qualified by any condition to "material" or "Company Material Adverse Effect" qualifier, or in any respect, in the obligation case of any party to effect representations or warranties qualified by the Transactions not to be satisfied "material" or the satisfaction of those conditions being materially delayed "Company Material Adverse Effect" qualifier, and (iib) any failure of the Company, Parent or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it under this Agreementhereunder; providedPROVIDED, howeverHOWEVER, that the delivery of any notice pursuant to this Section 7.08 6.07 shall not (A) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereof, or non-compliance with, any other provision of this Agreement, or (B) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided. In addition, further, that failure to the Company shall give prompt written notice pursuant to this Section 7.08 which does not adversely prejudice Parent, and Parent shall give prompt written notice to the rights Company, of any notice or other communication (i) from any person and the response thereto of the parties to whom Company or the Subsidiaries or Parent, as the case may be, or its or their Representatives alleging that the consent of such notice should person is or may be delivered required in connection with this Agreement or the Transactions, (ii) from any Governmental Authority and the response thereto of the Company or the Subsidiaries or Parent, as the case may be, or its or their Representatives in connection with this Agreement or the Transactions, and (iii) except in the event the Company Board shall not constitute have effected a failure Change of a condition Board Recommendation, from or to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failureSEC.

Notification of Certain Matters. From and after the date of this Agreement until the earlier to occur of the termination of this Agreement or the Effective Time, each party hereto shall promptly notify the other parties hereto in writing of (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the discovery of any fact or circumstance, or the occurrence, or non-occurrencenonoccurrence, of any event the occurrence or nonoccurrence of which could reasonably would be expected likely to cause (i) any of their respective representations or warranties contained made in this Agreement Agreement, or any information furnished on any Schedule in the Parent Disclosure Schedule or the Company Disclosure Schedule, not to become untrue or inaccurate in any material respect or be accurate, to a degree which would cause any condition to the obligation obligations of any party to effect the Transactions Merger not to be satisfied satisfied, either at the time such representation or warranty is made, or such information is furnished, or at the satisfaction time of those conditions being materially delayed and the occurrence or nonoccurrence of such event, or (ii) any condition to the obligations of any party to effect the Merger not to be satisfied, including, without limitation, the failure of the CompanyCompany to satisfy the condition specified in Section 9.02(c), Parent or Merger Sub(b) 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 under pursuant to this AgreementAgreement which would be likely to result in any condition to the obligations of any party to effect the Merger not be satisfied; provided, however, that the delivery of any notice pursuant to this Section 7.08 7.03 shall not (A) be deemed to be an amendment of this Agreement or any Schedule in the Parent Disclosure Schedule or the Company Disclosure Schedule and shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereof, or non-compliance with, any other provision of this Agreement, or (B) . No delivery of any notice pursuant to this Section 7.03 shall limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that failure to give prompt notice pursuant to this including the rights of Parent under Section 7.08 which does not adversely prejudice 9.02(a) and the rights of the parties to whom such notice should be delivered Company under Section 9.03(a), in the event that a representation or warranty made by the Company or Parent herein shall not constitute a failure of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence be true and correct as of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failuredate hereof and as of the Effective Time.

Notification of Certain Matters. (a) The Company Thermo Electron shall give prompt notice to Parent, Fisher and Parent Fisher shall give prompt notice to Thermo Electron, as the Companyxxxx xay be, of (i) the discovery of any fact or circumstance, or the xx xhe occurrence, or non-occurrencefailure to occur, of any event event, which could occurrence or failure to occur would reasonably be expected to cause (a)(i) any representation or warranty of their respective representations or warranties such party contained in this Agreement that is qualified as to become "materiality" or "Material Adverse Effect" to be untrue or inaccurate in any respect or (ii) any other representation or warranty of such party contained in this Agreement that is not qualified as to "materiality" or "Material Adverse Effect" to be untrue or inaccurate in any material respect respect, in each case at any time from and after the date of this Agreement until the Effective Time, or to cause any condition to the obligation of any party to effect the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed and (iib) any material failure of Thermo Electron and the Company, Parent Merger Sub or Merger SubFisher, as the case may be, to comply with or satisfy any covenant, condition coxxxxxxn or agreement to be complied with or satisfied by it under this Agreement; provided. In addition, howeverThermo Electron shall give prompt notice to Fisher and Fisher shall give prompt notice to Thermo Electron, that as the xxxx xay be, xx xny change or event having, or which would reasonably be expected to have, a Material Adverse Effect on such party and its Subsidiaries, taken as a whole, or which would reasonably be expected to result in the failure of any of the conditions set forth in Article VI to be satisfied. Notwithstanding the above, the delivery of any notice pursuant to this Section 7.08 shall 5.14 will not (A) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereof, or non-compliance with, any other provision of this Agreement, or (B) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that failure notice or the conditions to give prompt notice pursuant such party's obligation to this Section 7.08 which does not adversely prejudice consummate the rights of the parties to whom such notice should be delivered shall not constitute a failure of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failureMerger.

Notification of Certain Matters. (a) The Company shall give prompt notice (which notice shall state that it is delivered pursuant to Section 5.6(a) of this Agreement) in writing to Parent, and Parent and Purchaser shall give prompt notice in writing to the Company, of (i) the discovery of any fact or circumstance, or the occurrence, or non-occurrencefailure to occur, of any event which could reasonably occurrence or failure would be expected likely to cause any of their respective representations representation or warranties warranty contained in this Agreement to become be untrue or inaccurate in any material respect or to cause at any condition to time from the obligation date of any party to effect this Agreement through the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed Effective Time and (ii) any failure of the Company, Parent or Merger SubPurchaser, as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, no such notification shall affect the representations or warranties of the parties or the conditions to the obligations of the parties hereunder. (b) The Company shall give prompt notice in writing (which notice shall state that the delivery of any notice it is delivered pursuant to this Section 7.08 shall not (A5.6(b) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereof, or non-compliance with, any other provision of this Agreement) to Parent of (i) any act, omission to act, event or occurrence which, with the passage of time or otherwise, would likely have a Material Adverse Effect on the Company and (Bii) limit any material contingent liability of the Company or otherwise affect any of its subsidiaries for which such party reasonably believes it will, with the remedies available hereunder to the party receiving such noticepassage of time or otherwise, become liable; provided, furtherhowever, that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice no such notification shall affect the rights representations or warranties of the parties to whom such notice should be delivered shall not constitute a failure of a condition or the conditions to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence obligations of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failure.parties hereunder. 21

Notification of Certain Matters. (a) The Company Parent shall use its reasonable best efforts to give prompt notice to Parent, and Parent shall give prompt written notice to the Company, of and the Company shall use its reasonable best efforts to give prompt written notice to Parent, of: (ia) the discovery of any fact representation or circumstance, or the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained warranty made by such party in this Agreement to become untrue or that is inaccurate in any material respect as of the date of this Agreement (or any representation or warranty made by such party in this Agreement that is qualified by materiality or refers to Material Adverse Effect that is inaccurate in any respect as of the date of this Agreement), the occurrence or non-occurrence of any event of which the Company is aware that would be reasonably likely to cause any the condition to the obligation of any party to effect the Transactions precedent in Section 6.2(a) not to be satisfied or the satisfaction occurrence or non-occurrence of those conditions being materially delayed and any event of which Parent is aware that would be reasonably likely to cause the condition precedent in Section 6.3(a) not to be satisfied; or (iib) any failure in any material respect of the Company, Parent or Merger Sub, as the case may be, such party to comply in a timely manner with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it under this Agreement; provided, however, that the delivery of any notice pursuant to this Section 7.08 5.10 shall not (A) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereof, or non-compliance with, any other provision of this Agreement, or (B) limit or otherwise affect the remedies available hereunder under this Agreement to the party receiving such notice; provided, further, and provided further that failure no party shall have the right not to give prompt notice pursuant close the Merger or the right to terminate this Section 7.08 which does not adversely prejudice the rights Agreement as a result of the parties to whom delivery of such a notice should be delivered shall not constitute a failure of a condition to the Merger set forth in Article VIII except to the extent that if the underlying fact or circumstance, breach would not result in such party having such rights under the occurrence or non-occurrence terms of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failureArticles 6 and 7 hereof.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) any notice or other communication received by such party from any Governmental Authority in connection with the Merger or from any Person alleging that the consent of such Person is or may be required in connection with the Merger, if the subject matter of such communication or the failure of such party to obtain such consent could be material to Parent or the Company, (b) any actions, suits, claims, investigations or proceedings commenced or, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger, (c) the discovery of any fact or circumstancecircumstance that, or the occurrence, occurrence or non-occurrence, occurrence of any event which could reasonably be expected to the occurrence or non-occurrence of which, would cause any of their respective representations representation or warranties warranty made by such party contained in this Agreement (i) that is qualified as to become untrue materiality or inaccurate in any material respect or to cause any condition to the obligation of any party to effect the Transactions not Material Adverse Effect to be satisfied or the satisfaction of those conditions being materially delayed untrue and (ii) that is not so qualified to be untrue in any material respect, and (d) any material failure of the Company, Parent or Merger Sub, as the case may be, such party to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it under this Agreementhereunder; provided, however, that the delivery of any notice pursuant to this Section 7.08 5.7 shall not (A) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereofof, or non-compliance with, any other provision of this Agreement, Agreement or (B) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that . Any failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered 5.7 shall not be deemed to constitute a violation of this Section 5.7 or the failure of any condition set forth in Article VI or otherwise constitute a breach of this Agreement, unless the underlying matter requiring notice would independently result in a failure of a condition to the Merger set forth in Article VIII except VI to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failurebe satisfied.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of of: (ia) the discovery of any fact or circumstance, or the occurrence, occurrence or non-occurrence, occurrence of any event event, the occurrence or non-occurrence of which could reasonably be expected is likely to cause any representation or warranty of their respective representations or warranties contained the Company set forth in this Agreement to become be untrue or inaccurate in any material respect at or to cause any condition prior to the obligation of any party to effect Effective Times such that the Transactions condition in Section 6.2(a) would not to be satisfied or the satisfaction of those conditions being materially delayed satisfied, and (iib) any failure of the Company, Parent or Merger Sub, as the case may be, Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreementhereunder such that the condition in Section 6.2(b) would not be satisfied; provided, however, that the delivery of any notice pursuant to this Section 7.08 5.6 shall not (A) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereof, or non-compliance with, any other provision of this Agreement, or (Bi) limit or otherwise affect the any remedies available hereunder to the party receiving such notice, or (ii) constitute an acknowledgment or admission of a breach of this Agreement; and provided, further, further that the failure to give prompt deliver a notice pursuant to this Section 7.08 which does 5.6 (x) shall not adversely prejudice be considered in determining whether the rights condition set forth in Section 6.2(a) or Section 6.2(b) has been satisfied and (y) shall not be deemed to be a breach of covenant under this Section 5.6 and shall constitute only a breach of the underlying representation, warranty, covenant, condition or agreement, as the case may be. No disclosure by the Company pursuant to this Section 5.6 shall affect or be deemed to modify, amend or supplement any representation or warranty set forth herein or in the Disclosure Schedule or the conditions to the obligations of the parties to whom such notice should be delivered shall not constitute a failure consummate the Mergers in accordance with the terms and provisions hereof, restrict, impair or otherwise affect any Indemnified Parties’ right to indemnification hereunder or otherwise prevent or cure any misrepresentations, breach of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact warranty or circumstance, the occurrence or non-occurrence breach of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failure.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) the discovery of any fact or circumstance, or the occurrence, occurrence or non-occurrence, occurrence of any event event, the occurrence or non-occurrence of which could would reasonably be expected to cause any representation or warranty of their respective representations or warranties contained the Company set forth in this Agreement to become be untrue or inaccurate in any material respect at or to cause any condition prior to the obligation of any party to effect the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed Effective Time, and (iib) any failure of the Company, Parent or Merger Sub, as the case may be, Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that the delivery of any hereunder. Parent shall give prompt notice pursuant to this Section 7.08 shall not (A) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereof, Company of (x) the occurrence or non-compliance with, occurrence of any other provision of this Agreement, or (B) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered shall not constitute a failure of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstanceevent, the occurrence or non-occurrence of which would cause any representation or warranty of Parent or Merger Sub set forth in this Agreement to be untrue or inaccurate at or prior to the eventEffective Time, and (y) any failure of Parent or failure Merger Sub to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 6.5 shall not so notified would(i) limit or otherwise affect any remedies otherwise available to Parent or the Company, standing aloneas applicable, or (ii) constitute such an acknowledgment or admission of a failurebreach of this Agreement. No disclosure by the Company pursuant to this Section 6.5 shall affect or be deemed to modify, amend or supplement any representation or warranty set forth herein, the Company Disclosure Schedule or the conditions to the obligations of the parties to consummate the transactions contemplated hereby in accordance with the terms and conditions hereof, or limit any right to indemnification provided herein.

Notification of Certain Matters. (a) The Company Liberty and SplitCo shall give prompt notice to ParentSiriusXM, and Parent SiriusXM shall give prompt notice to the CompanyLiberty and SplitCo, of (i) any notice or other communication received by such party from any Governmental Authority in connection with the Transactions or from any Person alleging that the consent of such Person is or may be required in connection with the Transactions, if the subject matter of such communication or the failure of such party to obtain such consent would reasonably be expected to be material to Liberty (solely with respect to the SplitCo Business, SplitCo and SplitCo’s Subsidiaries, the Liberty Owned SiriusXM Shares or the Transactions), SplitCo, or SiriusXM, (ii) any Actions commenced or, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Transactions, (iii) the discovery of any fact or circumstancecircumstance that, or the occurrence, occurrence or non-occurrence, occurrence of any event which could reasonably be expected to the occurrence or non-occurrence of which, would cause any of their respective representations representation or warranties warranty made by such party contained in this Agreement to become untrue be breached, which breach would give rise to the failure of a condition set forth in Section 7.2(a) or inaccurate in Section 7.3(a), and (iv) any material respect or to cause any condition to the obligation of any party to effect the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed and (ii) any failure of the Company, Parent or Merger Sub, as the case may be, such party to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it under this Agreementhereunder which failure would give rise to the failure of a condition set forth in Section 7.2(b), Section 7.2(c) or Section 7.3(b); provided, however, that the delivery of any notice pursuant to this Section 7.08 6.9 shall not (Ax) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereofof, or non-compliance with, any other provision of this Agreement, Agreement or (By) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered shall not constitute a failure of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failure.

Notification of Certain Matters. (a) The Company shall give prompt notice to ParentParent and Merger Sub, and Parent and Merger Sub shall give prompt notice to the Company, of (i) the discovery of any fact occurrence or circumstance, or the occurrence, or non-occurrence, nonoccurrence of any event the occurrence or nonoccurrence of which could reasonably would be expected likely to cause any of their respective representations representation or warranties warranty contained in this Agreement Agreement, which is qualified as to become materiality, to be untrue or inaccurate, or any representation or warranty not so qualified, to be untrue or inaccurate in any material respect at or to cause any condition prior to the obligation of any party to effect the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed and Effective Time, (ii) any material failure of the Company, Parent or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice or lapse of time or both, would become a default, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement material to the financial condition, properties, businesses or results of operations of it and its subsidiaries taken as a whole to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial condition, properties, businesses or results of operations, taken as a whole, other than changes resulting from general economic conditions; providedPROVIDED, howeverHOWEVER, that the delivery of any notice pursuant to this Section 7.08 7.6 shall not (A) be deemed to cure any such breach of any representation or warranty requiring disclosure of such matter prior to the date hereof, or non-compliance with, any other provision of this Agreement, or (B) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered shall not constitute a failure of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failure.

Notification of Certain Matters. (a) The Each of the Company shall give prompt notice to Parent, and Parent the Buyer shall give prompt notice to the Company, other of (ia) the discovery by the party giving notice of any fact or circumstancecircumstance that, or the occurrence, or non-occurrencefailure to occur, of any event event, which could reasonably be expected occurrence or failure to occur would cause any representation or warranty of their respective representations or warranties such party contained in this Agreement to become be untrue or inaccurate in any material respect or to cause respect, at any condition to time from and after the obligation date of any party to effect this Agreement until the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed and Effective Time, (iib) any material failure of the Company, Parent or Merger Sub, as the case may be, party giving notice to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (c) any notice or other communication received by the party giving notice from any Governmental Entity in connection with the transactions contemplated by this Agreement 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, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely to be material to the Company, the Surviving Corporation or the Buyer, and (d) any actions, suits, claims, investigations or proceedings commenced or, to the Knowledge of the party giving notice, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the transactions contemplated by this Agreement; provided, however, that the delivery of any notice pursuant to this Section 7.08 6.9 shall not (Ax) be deemed to cure any breach of considered an admission that any representation or warranty requiring disclosure is untrue or that any covenant has been breached for purposes of such matter prior to the date hereofArticle VII or Article VIII, (y) cure any breach or non-compliance with, with any other provision of this Agreement, Agreement or (Bz) limit the remedies available to the party receiving such notice; provided, further that the failure to deliver a notice pursuant to this Section 6.9 shall not be considered in determining whether the condition set forth in Section 7.2(b) or Section 7.3(b) has been satisfied (except that the extent of the actual prejudice caused to a party hereto by such failure shall be taken into account in determining whether the condition specified in Section 7.2(b) or 7.3(b), as applicable, has been satisfied). Notwithstanding the above, the delivery of any notice pursuant to this Section will not limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that failure notice or the conditions to give prompt notice pursuant such party’s obligation to this Section 7.08 which does not adversely prejudice consummate the rights of the parties to whom such notice should be delivered shall not constitute a failure of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failureMerger.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall use its reasonable best efforts to give prompt notice to the Company, and the Company shall use its reasonable best efforts to give prompt notice to Parent, of (ia) the discovery of any fact or circumstance, or the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which could it is aware and which would be reasonably be expected likely to cause (i) any representation or warranty of their respective representations or warranties the notifying party contained in this Agreement to become be untrue or inaccurate in any material respect or to cause any at the Effective Time such that the applicable condition to the obligation of any party to effect the Transactions not closing set forth in Article VI would, or would reasonably be expected to, fail to be satisfied or the satisfaction of those conditions being materially delayed and (ii) any covenant, condition or agreement of the notifying party contained in this Agreement not to be complied with or satisfied such that the applicable condition to closing set forth in Article VI would, or would reasonably be expected to, fail to be satisfied, (b) any failure of the Company, Parent or Merger Sub, as the case may be, notifying party to comply in a timely manner with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreementhereunder, or (c) any change, event or effect which would be reasonably likely to, individually or in the aggregate, have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, on the notifying party; provided, however, that the delivery of any notice pursuant to this Section 7.08 5.5 shall not (A) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereof, or non-compliance with, any other provision of this Agreement, or (B) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered shall not constitute a failure of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failure.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent Xxxxxx Parties shall give prompt notice to the CompanyParent Parties, and the Parent Parties shall give prompt notice to the Xxxxxx Parties, of (i) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other 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 other transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Partnership, the Surviving Entity or Parent, (ii) any actions, suits, claims, investigations or proceedings commenced or, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby, (iii) the discovery of any fact or circumstancecircumstance that, or the occurrence, occurrence or non-occurrence, occurrence of any event which could reasonably be expected to the occurrence or non-occurrence of which, would, individually or in the aggregate, cause any of their respective representations or warranties contained result in this Agreement to become untrue a Xxxxxx Material Adverse Effect or inaccurate in any material respect or to cause any condition to the obligation of any party to effect the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed and (ii) any failure of the Companya Parent Material Adverse Effect, Parent or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreementrespectively; provided, however, that the delivery of any notice pursuant to this Section 7.08 5.11 shall not (Ax) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereofof, or non-compliance with, any other provision of this Agreement, Agreement or (By) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that failure . The Xxxxxx Parties shall reasonably cooperate with the Parent Parties in efforts to give prompt notice pursuant mitigate any adverse consequences to this Section 7.08 the Parent Parties which does not adversely prejudice the rights may arise from any criminal or regulatory investigation or action involving any of the parties to whom such notice should be delivered shall not constitute a failure of a condition to the Merger set forth Xxxxxx Group Entities (including by coordinating and providing assistance in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply meeting with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failureregulators).

Notification of Certain Matters. SELLERS shall promptly notify TOG of (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the discovery occurrence or non-occurrence of any fact or circumstance, or event to the occurrence, or non-occurrence, Knowledge of any event the two major shareholders of the SELLERS which could would be reasonably be expected likely (i) to cause any representation or warranty of their respective representations or warranties SELLERS contained in this Agreement to become be untrue or inaccurate in any material respect (except for individual representations and warranties with materiality qualifiers, in which case would be untrue or inaccurate in any respect) at any time from the date hereof to the Closing Date, unless such fact or event is expressly permitted pursuant to this Agreement, or (ii) to cause any covenant, condition to the obligation or agreement of any party to effect the Transactions SELLERS in this Agreement not to be complied with or satisfied or the satisfaction of those conditions being materially delayed in any material respect and (iib) any failure of the Company, Parent or Merger Sub, as the case may be, SELLERS to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this AgreementAgreement in any material respect; provided, however, that no such notification shall affect the delivery representations or warranties of SELLERS, or the right of TOG to rely thereon, or the conditions to the obligations of TOG. SELLERS shall give prompt written notice to TOG, in any event within ten (10) days following receipt of any notice pursuant to this Section 7.08 shall not (A) be deemed to cure or other communication from any breach of any representation or warranty requiring disclosure third party alleging that the consent of such matter prior to third party is or may be required in connection with the date hereof, or non-compliance with, any other provision of transactions contemplated by this Agreement, or (B) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered shall not constitute a failure of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failure.

Notification of Certain Matters. From and after the date of this Agreement until the Effective Time or the earlier termination of this Agreement pursuant to Article VIII hereof, each party hereto shall promptly notify the other party hereto of (a) The Company shall give prompt notice to Parentthe occurrence, and Parent shall give prompt notice to the Companyor nonoccurrence, of (i) the discovery of any fact or circumstance, or event the occurrence, or non-occurrence, occurrence of which would be likely to cause: (i) any event which could reasonably be expected to cause any of their respective representations representation or warranties contained warranty made in this Agreement to become untrue by such party, or inaccurate any information furnished in any material respect the Parent Disclosure Schedule or to cause any condition to the obligation of any party to effect Company Disclosure Schedule by such party, as the Transactions not case may be, to be satisfied inaccurate either at the time such representation or warranty was made, or such information is furnished, or at the satisfaction time of those conditions being materially delayed and the occurrence or non-occurrence of such event; or (ii) any failure by such party to comply with or satisfy any condition to the obligations of such party to effect the Merger and the other transactions contemplated by this Agreement, or (b) the failure of the Company, Parent Company or Merger SubParent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under pursuant to this AgreementAgreement which would be likely to result in any of the conditions to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 7.08 6.07 shall not (A) be deemed to be an amendment of this Agreement or any schedule in the Parent Disclosure Schedule or the Company Disclosure Schedule and shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to on the date hereof, or non-compliance with, any other provision of this Agreement, or (B) . No delivery of any notice pursuant to this Section 6.07 shall limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered shall not constitute a failure of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failure.

Notification of Certain Matters. (a) The Company parties hereto shall give prompt notice to Parenteach other of (a) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other 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 other transactions contemplated hereby, and Parent shall give prompt notice 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; (b) any actions, suits, claims, investigations or proceedings commenced or, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby; and (ic) the discovery of any fact or circumstancecircumstance that, or the occurrence, occurrence or non-occurrence, occurrence of any event which could reasonably be expected to the occurrence or non-occurrence of which, would cause or result in (i) any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect or to cause any condition the Conditions to the obligation of any party to effect the Transactions Merger set forth in Article VI not to be being satisfied or the satisfaction of those conditions being materially delayed and in violation of any provision of this Agreement, (ii) any failure of the Companyrepresentations and warranties of the Company contained in Sections 3.2, 3.3, 3.4 or 3.19 to be untrue or incorrect in a material respect, (iii) except as has not had and would not have a Company Material Adverse Effect or Parent or Merger SubMaterial Adverse Effect, as the case may be, any of the representations and warranties (other than those referenced in clause (ii) of this paragraph) being untrue or incorrect in any respect and (iv) any failure on its part to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreementhereunder, as the case may be; provided, however, that the delivery of any notice pursuant to this Section 7.08 5.10 shall not (Ax) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereofof, or non-compliance with, any other provision of this Agreement, or (By) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that failure notice or (z) otherwise affect the conditions to give prompt notice pursuant such party’s obligation to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered shall not constitute a failure of a condition to consummate the Merger as set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failureVI.

Notification of Certain Matters. (a) The Company Galaxy shall give prompt notice to ParentMars, and Parent Mars shall give prompt notice to the CompanyGalaxy, of (i) any notice or other communication received by such party from any Governmental Entity in connection with the Mergers or the other transactions contemplated hereby or from any person alleging that the consent of such person is or may be required in connection with the Mergers or the other transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent could be material to Galaxy, the Surviving Corporations, or Mars (or, following the Effective Time, Holdco); (ii) any actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Mergers or the other transactions contemplated hereby; (iii) the discovery of any fact or circumstancecircumstance that, or the occurrence, occurrence or non-occurrence, occurrence of any event which could reasonably be expected to the occurrence or non-occurrence of which, would cause or result in any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect or to cause any condition the conditions to the obligation of any party to effect the Transactions Mergers set forth in Article VI not to be being satisfied or the satisfaction of those conditions being materially delayed and (ii) in violation of any failure provision of the Company, Parent or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that the delivery of any notice pursuant to this Section 7.08 5.11 shall not (Ax) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereofof, or non-compliance with, any other provision of this Agreement, Agreement or (By) limit or otherwise affect the remedies available hereunder to the party receiving such notice; and, provided, further, that the failure to give prompt notice hereunder pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered clause (iii) shall not constitute a failure of a condition to the Merger Mergers set forth in Article VIII VI except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement circumstance not so notified would, would standing alone, alone constitute such a failure.

Notification of Certain Matters. (a) The Company CSERV and the Shareholders shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, Purchaser of (i) the discovery of any fact or circumstance, or the occurrence, occurrence or non-occurrence, occurrence of any event event, the occurrence or non-occurrence of which could reasonably be expected to would cause any representation or warranty of their respective representations CSERV or warranties the Shareholders contained in this Agreement to become be untrue or inaccurate inaccurate, such that the condition set forth in any material respect or to cause any condition to the obligation of any party to effect the Transactions Section 7.2(a) would not to be satisfied or the satisfaction of those conditions being materially delayed and (ii) any failure of CSERV or the Company, Parent or Merger SubShareholders, as the case may be, to comply with or satisfy in all material respects any covenant, condition or agreement to be complied with or satisfied by it under this Agreementhereunder; provided, however, that the delivery of any notice pursuant to this Section 7.08 6.10 shall not (A) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereof, or non-compliance with, any other provision of this Agreement, or (B) limit or otherwise affect the any remedies available hereunder to the party receiving such notice; provided, further, that failure to give prompt notice . No disclosure by CSERV pursuant to this Section 7.08 which does not adversely prejudice 6.6 shall be deemed to amend or supplement the rights CSERV Schedules or prevent or cure any misrepresentation, breach of warranty or breach of covenant. Purchaser shall give prompt notice to CSERV and the parties to whom such notice should be delivered shall not constitute a failure Shareholders of a condition to (i) the Merger set forth in Article VIII except to the extent that the underlying fact occurrence or circumstancenon-occurrence of any event, the occurrence or non-occurrence of would cause any representation or warranty of Purchaser contained in this Agreement to be untrue or inaccurate, such that the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failure.set forth in

Notification of Certain Matters. (a) The Parent shall give prompt notice to the Company and the Company shall give prompt notice to Parent, and Parent shall give prompt notice to as the Companycase may be, of (i) the discovery of any fact or circumstance, or the occurrence, or non-occurrencefailure to occur, of any event event, which could occurrence or failure to occur is reasonably be expected likely to cause (a)(i) any representation or warranty of their respective representations such party contained in this Agreement that is qualified as to “materiality,” or warranties “Company Material Adverse Effect” to be untrue or inaccurate in any respect or (ii) any other representation or warranty of such party contained in this Agreement to become be untrue or inaccurate in any material respect respect, in each case at any time from and after the date hereof until the Offer Closing or to cause any condition to the obligation of any party to effect the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed and (iib) any material failure of the Company, Parent or Merger SubSub or the Company, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided. In addition, however(A) the Company shall give prompt notice to Parent of any change or event having, or which would be reasonably likely to have, a Company Material Adverse Effect, (B) Parent shall give prompt notice to the Company, and the Company shall give prompt notice to Parent, as the case may be, of any change or event which would be reasonably likely to result in the failure of any of the conditions set forth in Exhibit A to be satisfied and (C) each of Parent and the Company shall give prompt notice to the other after receiving or becoming aware of any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the Transactions. Notwithstanding the above, the delivery of any notice pursuant to this Section 7.08 6.3 shall not (Ai) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereofof, or non-compliance with, any other provision of this Agreement, or (Bii) limit or otherwise affect the representations, warranties, covenants or agreements of the parties, or (iii) limit the remedies available hereunder to the party receiving such notice; provided, further, that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered shall not constitute a failure of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failure.

Notification of Certain Matters. (a) The Company shall use reasonable best efforts to give prompt notice to ParentPurchaser, and Parent Purchaser shall use reasonable best efforts to give prompt notice to the Company, to the extent that either party (a) receives, to the Knowledge of (i) Company, in case of notices or communications received by Company or, to the discovery Knowledge of Purchaser, in the case of notices or communications received by Purchaser, any fact notice or circumstanceother communication from any Governmental Entity in connection with the Merger and the other transactions contemplated hereby or from any Person alleging that the Consent of such Person is or may be required in connection with the Merger and the other transactions contemplated hereby, if the subject matter of such communication or the occurrence, or non-occurrence, failure of any event which could such party to obtain such Consent would reasonably be expected to cause have, individually or in the aggregate, a Material Adverse Effect on Company or a Material Adverse Effect on Purchaser, (b) acquires actual knowledge of any matter (including a breach of their respective representations any representation, warranty, covenant or warranties agreement contained in this Agreement Agreement) that would reasonably be expected to become untrue or inaccurate in any material respect or to cause any condition lead to the obligation failure to satisfy any of the conditions to Closing in Article VI and (c) acquires actual knowledge of any action, suits, claims, investigations or proceedings commenced or, to such party’s Knowledge, threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries, in each case which relates to effect the Transactions not to be satisfied Merger, the Financing or the satisfaction of those conditions being materially delayed and (ii) any failure of the Company, Parent or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreementother transactions contemplated hereby; provided, however, that the delivery of any notice pursuant to this Section 7.08 5.7 shall not (A) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereof, or non-compliance with, any other provision of this Agreement, or (B) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided. Section 5.7(b) (to the extent Section 5.7(b) relates to any breach of a representation or warranty of Company or Purchaser, further, that failure to give prompt notice pursuant to this as applicable) and Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered 5.7(c) shall not constitute a failure of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition covenant or agreement not so notified would, standing alone, constitute such a failurefor purposes of Section 6.2(b) and 6.3(b).

Notification of Certain Matters. Quintiles and IMS Health shall promptly notify each other of (a) The Company shall give prompt any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby, (b) any other notice or communication from any Governmental Entity in connection with the transactions contemplated hereby, (c) any Action commenced or, to Parentsuch party’s knowledge, and Parent shall give prompt notice threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Companytransactions contemplated hereby or (d) any change, of condition or event (i) the discovery of any fact that renders or circumstance, or the occurrence, or non-occurrence, of any event which could would reasonably be expected to cause render any representation or warranty of their respective representations or warranties contained such party set forth in this Agreement (disregarding any materiality qualification contained therein) to become be untrue or inaccurate in any material respect or to cause any condition to the obligation of any party to effect the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed and (ii) that results or would reasonably be expected to result in any failure of the Company, Parent or Merger Sub, as the case may be, such party to comply with or satisfy in any material respect any covenant, condition or agreement (including any condition set forth in Article VI) to be complied with or satisfied by it under this Agreementhereunder; provided, however, that no such notification shall affect any of the delivery of any notice pursuant to this Section 7.08 shall not (A) be deemed to cure any breach of any representation representations, warranties, covenants, rights or warranty requiring disclosure of such matter prior remedies, or the conditions to the date hereofobligations of, or non-compliance with, any other provision of this Agreement, or (B) limit or otherwise affect the remedies available hereunder to the party receiving such noticeparties hereunder; provided, further, that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered clause (d) shall not constitute a failure of a condition to the Merger set forth in Article VIII VI except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement circumstance not so notified would, standing alone, constitute such a failure. The parties agree and acknowledge that neither Quintiles’ nor IMS Health’s compliance or failure of compliance with this Section 5.9 shall be taken into account for purposes of determining whether the conditions referred to in Section 6.2(b) or Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. (a) The Unless prohibited by applicable Law, the Company shall give prompt notice to Parent, and Parent and Merger Sub shall give prompt notice to the Company, upon receiving Knowledge of (ia) any notice, complaint, investigation or hearing (or communications indicating that the discovery same may be contemplated) from any Governmental Authority in connection with this Agreement, the Merger or the transactions contemplated hereby, (b) any written notice of any fact Person (other than a Governmental Authority) alleging that the consent of such Person is or circumstancemay be required in connection with the Merger or the transactions contemplated hereby, (c) any actions, suits, claims, investigations or proceedings commenced or, to such party’s Knowledge, threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to this Agreement, the Merger or the transactions contemplated hereby, or the occurrence(d) any material change, effect, development or non-occurrence, of any event which could circumstance that would reasonably be expected to cause any give rise to a failure of their respective representations or warranties contained a condition precedent in this Agreement to become untrue or inaccurate Section 7.2 (in any material respect or to cause any condition to the obligation of any party to effect the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed and (ii) any failure case of the Company, Parent or Merger Sub, as ) and Section 7.3 (in the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreementof Parent); provided, however, that the delivery of any notice pursuant to this Section 7.08 no such notification shall not (A) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereof, or non-compliance with, any other provision of this Agreement, or (B) limit or otherwise affect the remedies available hereunder to the party receiving such notice; providedrepresentations, furtherwarranties, that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights covenants or agreements of the parties herein or the conditions to whom the obligations of the parties hereunder and any failure to make such notice should be delivered notification (in and of itself) shall not constitute a failure of a condition to be taken into account in determining whether the Merger conditions set forth in Article VIII except to Section 7.2 (in the extent that the underlying fact or circumstance, the occurrence or non-occurrence case of the event, Company) and Section 7.3 (in the case of Parent) have been satisfied or failure give rise to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failureright of termination to any party hereto under Article VIII.

Notification of Certain Matters. Until the Acceptance Time: (a) The the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the discovery of any fact or circumstance, or the occurrence, or non-occurrence, occurrence of any event the occurrence of which reasonably could reasonably be expected to cause any representation or warranty of their respective representations or warranties the Company contained in this Agreement to become be untrue or inaccurate in any material respect or to cause any such that the condition to the obligation set forth in clause (e) of any party to effect the Transactions Annex A would not to be satisfied or the satisfaction of those conditions being materially delayed satisfied, and (ii) any failure of the Company, Parent or Merger Sub, as the case may be, Company to comply with or satisfy in any covenant, condition material respect any covenant or agreement required to be complied with or satisfied by it under hereunder such that, in the case of the Company, the condition set forth in clause (f) of Annex A would not be satisfied; and (b) Parent shall give prompt notice to the Company of (i) the occurrence of any event the occurrence of which reasonably could be expected to cause any representation or warranty of Parent or Purchaser contained in this AgreementAgreement to be untrue or inaccurate in any material respect, and (ii) any failure of Parent or Purchaser to comply with or satisfy in any material respect any covenant or agreement required to be complied with or satisfied by either of them hereunder; provided, however, that the delivery of any notice pursuant to this Section 7.08 7.09 shall not (A) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereof, or non-compliance with, any other provision of this Agreement, or (B) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered shall not constitute a failure of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failure.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall use its reasonable best efforts to give prompt notice as promptly as practicable to the Company, and the Company shall use its reasonable best efforts to give notice as promptly as practicable to Parent, of: (a) the occurrence or non-occurrence of any event or circumstance, of which the Parent or Company (as applicable) is aware, and which causes (i) the discovery of any fact or circumstance, or the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement and made by it to become untrue fail to be true and correct in all material respects or inaccurate (ii) the covenants, conditions or agreements contained in any material respect or to cause any condition to the obligation of any party to effect the Transactions this Agreement and made by it not to be complied with or satisfied or the satisfaction of those conditions being materially delayed and in all material respects; (iib) any failure of any of Parent, Merger Sub, or the Company, Parent or Merger Sub, as the case may be, to comply in all material respects in a timely manner with or satisfy any covenantits respective covenants, condition conditions or agreement agreements to be complied with or satisfied by it under this Agreementhereunder; provided(c) in the case of the Company, howevera Company Material Adverse Effect; and (d) in the case of the Parent, that a Parent Material Adverse Effect. Notwithstanding anything in the delivery of any notice pursuant Agreement to this Section 7.08 shall not the contrary, (A) be deemed to cure any breach the failure of any representation or warranty requiring disclosure Party to provide a notice required under this Section 6.6 shall not constitute a failure of such matter prior a condition to the date hereofobligations of any Party in this Agreement or Annex A nor shall such failure affect the right of any Party to terminate in accordance with Article VIII, unless in any case the event or non-compliance with, any other provision circumstance relates to a Company Material Adverse Effect (in the case of this Agreement, the Company) or a Parent Material Adverse Effect (in the case of Parent) and (B) the notice obligations under this Section 6.6 shall not modify or reduce the representations, warranties or covenants of any Party or the conditions to the obligations of any Party hereunder, nor shall it limit or otherwise affect the remedies available hereunder to the party Party receiving such notice; provided, further, that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered shall not constitute a failure of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failure.

Notification of Certain Matters. From and after the date of this Agreement until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 7.1, the Company and Parent shall promptly notify each other of (a) The Company shall give prompt any notice to Parentor other communication received by such party or their respective Non-Profit VOAs or Non-Profit VCAs from any Governmental Entity in connection with the Merger or the other 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 other transactions contemplated hereby, and Parent shall give prompt notice if the subject matter of such communication could be material to the Company, the Surviving Company or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relates to the Merger or the other transactions contemplated hereby or (ic) the discovery of any fact or circumstancecircumstance that, or the occurrence, occurrence or non-occurrence, occurrence of any event which could reasonably be expected to the occurrence or non-occurrence of which, would cause or result in any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect or to cause any condition the conditions to the obligation of any party to effect the Transactions Merger set forth in Article VI not to be being satisfied or the satisfaction of those conditions being materially delayed and (ii) any failure of the Company, Parent or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreementdelayed; provided, however, that the delivery of any notice pursuant to this Section 7.08 5.11 shall not (Ai) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereofof, or non-compliance with, any other provision of this Agreement, Agreement or (Bii) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, provided further, that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VIII VI except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement circumstance not so notified would, would standing alone, alone constitute such a failure.

Notification of Certain Matters. (a) The Company shall give prompt notice to Between the date hereof and the Closing Date, the Parent, on the one hand, and Parent the Acquiror, on the other hand, shall give prompt notice to promptly notify the Company, of other of: (i) the discovery occurrence or non-occurrence of any fact event that is reasonably likely to result in the failure of any condition to the Closing or circumstancethat indicates that any of the representations and warranties contained in the Transaction Agreements will not be, or are not, true and correct and (ii) the receipt of any material notice or other communication from any third Person alleging that the approval, consent, authorization, permission or act of, or the occurrencemaking by the Parent, the Acquiror or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect or to cause any condition to the obligation of any party to effect the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed and (ii) any failure of the Company, Parent or Merger SubAffiliates, as the case may be, of any notices to comply or declaration, filing or registration with, such third Person is or may be required in connection with the transactions contemplated by this Agreement or satisfy any covenant, condition that such transactions otherwise may violate the rights of or agreement to be complied with or satisfied by it under this Agreementconfer remedies upon such third Person; provided, however, that the delivery of any notice pursuant to this Section 7.08 in each case, such disclosure shall not (A) be deemed to cure any breach of a representation, warranty, covenant or agreement or any representation or warranty requiring disclosure failure of such matter prior a condition to the date hereofClosing, or non-compliance with, any other provision of this Agreement, or (B) to otherwise limit or otherwise affect in any way the remedies available hereunder to the party receiving such notice; and provided, further, that failure to give prompt deliver any notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered 5.18(a) shall not constitute result in a failure of a any condition to the Merger set forth in Article VIII except or liability to the extent that any party hereto under ARTICLE X unless the underlying fact event or circumstance, breach would independently result in the occurrence or non-occurrence failure of the event, or failure to comply with or satisfy any covenant, such condition or agreement not so notified would, standing alone, constitute such a failureliability.

Notification of Certain Matters. (a) The Company shall give prompt notice to ParentDuring the Pre-Closing Period, and Parent each Party shall give prompt notice to the Company, other Party of (i) the discovery of any fact fact, event or circumstancecircumstance known to such Party that individually or taken together with all other facts, events and circumstances known to such Party, has had, or the occurrence, or non-occurrence, of any event which could would reasonably be expected to cause any of their respective representations have, individually or warranties contained in this Agreement the aggregate, a Business Material Adverse Effect (with respect to become untrue Seller) or inaccurate in any material a Buyer Material Adverse Effect (with respect or to cause any condition to the obligation of any party to effect the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed and (ii) any failure of the Company, Parent or Merger SubBuyer), as the case may be, or would cause or constitute a breach of any of such Party’s representations, warranties, covenants or agreements contained herein, (ii) the failure of any condition precedent to comply such other Party’s obligations hereunder or any occurrence which, to the Knowledge of Seller or the Knowledge of Buyer, as applicable, is reasonably likely to result in any of the conditions set forth in Article IX becoming incapable of being satisfied, (iii) any written notice or other written communication received by such Party from any third party alleging that the consent of such third party is or may be required in connection with the consummation of the Transactions, (iv) any written notice or satisfy other written communication from any covenantGovernmental Body received by such Party regarding the consummation of the Transactions, condition or agreement to be complied with or satisfied by it under (v) the commencement of any Legal Proceeding against such Party that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 5.11 (with respect to Seller) or Section 6.6 (with respect to Buyer), as the case may be; provided, however, that (A) the delivery of any notice pursuant to this Section 7.08 7.3(a) shall not (A) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereof, or non-compliance with, any other provision of this Agreement, or (B) limit or otherwise affect the any remedies available hereunder to the party receiving such notice; providedother Party, further, that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered and (B) disclosure by Seller shall not constitute a failure be deemed to amend or supplement the Seller Disclosure Schedule or prevent or cure any misrepresentation, breach of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact warranty or circumstance, the occurrence or non-occurrence breach of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failure.

Notification of Certain Matters. (a) The Company shall give prompt notice Each Seller may, from time to Parent, and Parent shall give prompt notice time prior to the CompanyClosing, deliver to Purchaser a supplement (each a “Supplemental Schedule”) to Sellers’ disclosure Schedules attached hereto that may disclose any fact, circumstance or development that has occurred or been discovered after the date hereof and that would constitute a breach of the representations and warranties of Sellers (or any of them) contained in this Agreement (as of the date of this Agreement or as of the date of such fact, circumstance or development, applying such representations to such date if made on and as of such date) if not disclosed. In the event (i) the discovery Closing occurs in accordance herewith, as to each item or items in the aggregate set forth in any Supplemental Schedule or Schedules for which Purchaser would have been entitled to refuse to consummate the Closing under Section 9.3(a) hereof, or (ii) Purchaser would have the right to terminate this Agreement pursuant to Section 11.1(d) hereof, by reason of any fact item or circumstanceitems in the aggregate on any Supplemental Schedule or Schedules and does not or cannot exercise such right within the time permitted thereby, as to each item set forth in any such Supplemental Schedule, then, in such case, the Supplemental Schedule or Schedules shall be deemed to have amended such disclosure Schedules, to have qualified the occurrence, representations and warranties of Sellers (or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties them) contained in this Agreement and to become untrue have corrected any misrepresentation or inaccurate in any material respect or to cause any condition to the obligation breach of any party to effect the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed and (ii) any failure warranty that otherwise might have existed hereunder by reason of the Companyfact, Parent circumstance or Merger Sub, as development (with the case may be, to comply with result that no misrepresentation or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that the delivery of any notice pursuant to this Section 7.08 breach shall not (A) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereofhave occurred), or non-compliance with, any other provision of this Agreement, or (B) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered shall not constitute a failure of a condition to the Merger set forth in Article VIII except each case to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, disclosure contained in such Supplemental Schedule or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failureSchedules.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) any notice or other communication received by such party from any Governmental Authority in connection with the Transactions or from any Person alleging that the consent of such Person is or may be required in connection with the 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, (b) any actions, suits, claims, investigations or proceedings commenced or, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Transactions, (c) the discovery of any fact or circumstancecircumstance that, or the occurrence, occurrence or non-occurrence, occurrence of any event which could reasonably be expected to the occurrence or non-occurrence of which, would cause any of their respective representations representation or warranties warranty made by such party contained in this Agreement (i) that is qualified as to become untrue materiality or inaccurate in any material respect or to cause any condition to the obligation of any party to effect the Transactions not Material Adverse Effect to be satisfied or the satisfaction of those conditions being materially delayed untrue and (ii) that is not so qualified to be untrue in any material respect, and (d) any material failure of the Company, Parent or Merger Sub, as the case may be, such party to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it under this Agreementhereunder; provided, however, that the delivery of any notice pursuant to this Section 7.08 5.8 shall not (Ax) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereofof, or non-compliance with, any other provision of this Agreement, Agreement or (By) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that a failure to give prompt notice pursuant to comply with this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered 5.8 shall not constitute a breach of this Agreement or the failure of any condition set forth in Article VI to be satisfied unless the underlying fact, circumstance or failure would independently result in the failure of a condition to the Merger set forth in Article VIII except VI to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failurebe satisfied.

Notification of Certain Matters. (a) The Each of the Company shall give prompt notice to Parent, and Parent shall give prompt notice to promptly advise the Company, other of (i) any notice or other material communication from any Person alleging that the discovery consent of any fact such Person is or circumstance, or may be required in connection with the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in transactions contemplated by this Agreement to become untrue or inaccurate in any material respect or to cause any condition to the obligation of any party to effect the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed and Agreement; (ii) any failure notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (iii) any Legal Proceedings commenced or, to its Knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of the Company, its Subsidiaries or Parent or Merger Suband any of its Subsidiaries, as the case may be, to comply with or satisfy any covenantthat, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that the delivery of any notice pursuant to this Section 7.08 shall not (A) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to if pending on the date hereof, or non-compliance with, any other provision of this Agreement, would have been required to have been disclosed by the Company pursuant to Section 3.24 or by Parent pursuant to Section 4.7; (iv) any Effect that would be reasonably likely to have a Company Material Adverse Effect, in the case of the Company, or a Parent Material Adverse Effect, in the case of Parent; or (Bv) limit or otherwise affect the remedies available hereunder to the such party receiving such notice; provided, further, that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights becoming aware of the parties occurrence of any Effect that it believes would or would be reasonably likely to whom such notice should prevent or delay beyond the Termination Date the consummation of the transactions contemplated by this Agreement or that results or would reasonably be delivered shall not constitute a failure expected to result in any of a condition the conditions to the Merger set forth in Article VIII except VII not being satisfied prior to the extent Termination Date; provided that no such notification shall affect the underlying fact representations, warranties, covenants or circumstance, the occurrence or non-occurrence agreements of the eventParties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement; provided, or further, that a failure to comply with this Section 6.1(d) shall not constitute the failure of any condition set forth in Article VII to be satisfied unless the underlying change or satisfy any covenant, event would independently result in the failure of a condition or agreement not so notified would, standing alone, constitute such a failureset forth in Article VII to be satisfied.

Notification of Certain Matters. (a) The Company shall use reasonable efforts to give prompt notice to Parent, and Parent shall use reasonable efforts to give prompt notice to the Company, of: (a) any notice or other communication received by such party from any Governmental Authority in connection with the Transactions, if the subject matter of such communication would reasonably be expected to be material to the Company, the Surviving Corporation or Parent; (ib) any investigation or legal, administrative, arbitral or other proceeding relating to the Transactions, to such party’s Knowledge, commenced or threatened against such party or any of its Subsidiaries; (c) the discovery of any fact or circumstancecircumstance that, or the occurrence, occurrence or non-occurrence, occurrence of any event which could the occurrence or non-occurrence of which, would cause or would reasonably be expected to cause any of their respective representations representation or warranties warranty made by such party contained in this Agreement Agreement: (i) that is qualified as to become untrue materiality or inaccurate in any material respect or to cause any condition to the obligation of any party to effect the Transactions not Material Adverse Effect to be satisfied or the satisfaction of those conditions being materially delayed untrue; and (ii) that is not so qualified to be untrue in any material respect; and (d) any material failure of the Company, Parent or Merger Sub, as the case may be, such party to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it under this Agreementhereunder; provided, however, that the delivery of any notice pursuant to this Section 7.08 5.7 shall not (nor shall any information provided pursuant to Section 5.6)): (A) be deemed to cure any breach of considered in determining whether any representation or warranty requiring disclosure is true for purposes of such matter prior to the date hereof, Article 6 or Article 7; (B) cure any breach or non-compliance with, with any other provision of this Agreement, ; or (BC) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that the failure to give prompt deliver any notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered 5.7 shall not constitute a failure of a be considered in determining whether the condition to the Merger set forth in Section 6.2(b) or Section 6.3(b) has been satisfied or the related termination right in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failure7 is available.

Notification of Certain Matters. (aA) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the discovery BFST will promptly notify TCBI in writing if it becomes aware of any fact or circumstancecondition that makes or shows to be untrue any representation or warranty made by BFST in, or any information disclosed on the occurrenceSchedules provided to TCBI by BFST under, or non-occurrence, of any event which could this Agreement; reasonably would be expected to cause or constitute a breach of, of failure to comply with, any of their respective representations the covenants or warranties agreements of BFST contained in this Agreement Agreement; or reasonably would be expected to become untrue give rise, individually or inaccurate in the aggregate, to the failure to occur of any material respect closing condition under this Agreement. No information received by TCBI under this Section 7.12(A) will affect or be deemed to cause modify or waive any representation, warranty, covenant or agreement of BFST in this Agreement, any Schedules delivered in accordance with this Agreement, any condition to TCBI’s obligation to consummate the obligation of Merger or any party remedies available to effect the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed and (ii) any failure of the Company, Parent or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it TCBI under this Agreement; provided, however, that any failure to give notice in accordance with the delivery of any notice pursuant to this Section 7.08 foregoing shall not (A) be deemed to cure constitute a violation of this Section 7.12(A) or the failure of any condition set forth in Section 8.01 or Section 8.03 to be satisfied, or otherwise constitute a breach of any representation or warranty requiring disclosure of such matter prior this Agreement by BFST failing to the date hereof, or non-compliance with, any other provision of this Agreement, or (B) limit or otherwise affect the remedies available hereunder to the party receiving give such notice; provided, further, that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice in each case unless the rights of the parties to whom such notice should be delivered shall not constitute underlying breach would independently result in a failure of a condition to the Merger conditions set forth in Article VIII except Section 8.01 or Section 8.03 to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failurebe satisfied.

Notification of Certain Matters. (a) The Company shall give prompt ------------------------------- notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the discovery of any fact occurrence or circumstance, or the occurrence, or non-occurrence, nonoccurrence of any event the occurrence or nonoccurrence of which could is reasonably be expected likely to cause any representation or warranty of their respective representations or warranties such party contained in this Agreement to become be materially untrue or inaccurate in any material respect or to cause any condition to the obligation of any party to effect the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed and inaccurate, (ii) any failure of the Company, Parent Company or Merger SubParent, as the case may be, materially to comply with or satisfy, or the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which is reasonably likely to cause the failure by such party materially to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreementhereunder; (iii) 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 (i) or (ii); or (iv) the occurrence of any other event which would be reasonably likely (A) to have a Material Adverse Effect on the Company or (B) to cause any condition set forth in Annex A hereto to be unsatisfied in ------- any material respect at any time prior to the consummation of the Offer; provided, however, that the delivery of any notice pursuant to this Section 7.08 5.7 -------- ------- shall not (A) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereof, or non-compliance with, any other provision of this Agreement, or (B) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered shall not constitute a failure of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failure.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall use its reasonable best efforts to give prompt notice to the Company, and the Company shall use its reasonable best efforts to give prompt notice to Parent, of (i) the discovery of any fact or circumstance, or the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which could it is aware and which would be reasonably be expected likely to cause (x) any representation or warranty of their respective representations or warranties the notifying party contained in this Agreement to become be untrue or inaccurate in any material respect or to cause any at the Effective Time such that the applicable condition to the obligation of any party to effect the Transactions not closing set forth in Article VI would, or would reasonably be expected to, fail to be satisfied or (y) any covenant, condition or agreement of the satisfaction of those conditions being materially delayed and notifying party contained in this Agreement not to be complied with or satisfied such that the applicable condition to closing set forth in Article VI would, or would reasonably be expected to, fail to be satisfied, (ii) any failure of the Company, Parent or Merger Sub, as the case may be, notifying party to comply in a timely manner with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreementhereunder or (iii) any change, event or effect which would be reasonably likely to, individually or in the aggregate, have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, on the notifying party; provided, however, that the delivery of any notice pursuant to this Section 7.08 5.11 shall not (A) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereof, or non-compliance with, any other provision of this Agreement, or (B) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered shall not constitute a failure of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failure.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall use its reasonable best efforts to give prompt notice to the Company, of and the Company shall use its reasonable best efforts to give prompt notice to Parent, of: (i) the discovery of any fact or circumstance, or the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which could it has Knowledge and which would be reasonably be expected likely to cause (x) any representation or warranty of their respective representations or warranties the notifying party contained in this Agreement to become be untrue or inaccurate in any material respect or to cause (y) any covenant, condition to or agreement of the obligation of any notifying party to effect the Transactions contained in this Agreement not to be complied with or satisfied or the satisfaction of those conditions being materially delayed and in all material respects, (ii) any material failure of the Company, Parent or Merger Sub, as the case may be, notifying party to comply in a timely manner with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it under this Agreementhereunder or (iii) any change, event or effect which would, individually or in the aggregate, have a Material Adverse Effect on the notifying party; provided, however, that the delivery of any notice pursuant to this Section 7.08 5.12 shall not (A) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereof, or non-compliance with, any other provision of this Agreement, or (B) limit or otherwise affect the remedies available hereunder to the party receiving such notice; and provided, further, that a failure to give prompt notice pursuant to comply with this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered 5.12 shall not constitute a cause the failure of any condition set forth in Article VI to be satisfied unless the underlying untruth, inaccuracy, noncompliance, failure or Material Adverse Effect would independently result in the failure of a condition to the Merger set forth in Article VIII except VI to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failurebe satisfied.

Notification of Certain Matters. (a) The Parent shall give prompt notice to the Company and the Company shall give prompt notice to Parent, and Parent shall give prompt notice to as the Companycase may be, of (i) the discovery of any fact or circumstance, or the occurrence, or non-occurrencefailure to occur, of any event event, which could occurrence or failure to occur is reasonably be expected likely to cause (a)(i) any representation or warranty of their respective representations such party contained in this Agreement that is qualified as to "materiality" or warranties "Company Material Adverse Effect" or "Parent Material Adverse Effect", as the case may be, to be untrue or inaccurate in any respect or (ii) any other representation or warranty of such party contained in this Agreement to become be untrue or inaccurate in any material respect respect, in each case at any time from and after the date of this Agreement until the Effective Time or to cause (b) any condition to the obligation material failure of any party to effect the Transactions not to be satisfied Parent and Merger Sub or the satisfaction of those conditions being materially delayed and (ii) any failure of the Company, Parent or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided. In addition, howeverParent shall give prompt notice to the Company and the Company shall give prompt notice to Parent, that as the case may be, of any change or event having, or which is reasonably likely to have, a Parent Material Adverse Effect or Company Material Adverse Effect, as the case may be, on such party and its Subsidiaries, taken as a whole, or which would be reasonably likely to result in the failure of any of the conditions set forth in Article VI to be satisfied. Notwithstanding the above, the delivery of any notice pursuant to this Section 7.08 shall 5.14 will not (A) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereof, or non-compliance with, any other provision of this Agreement, or (B) limit or otherwise affect the representations, warranties, covenants or agreements of the parties, the remedies available hereunder to the party receiving such notice; provided, further, that failure notice or the conditions to give prompt notice pursuant such party's obligation to this Section 7.08 which does not adversely prejudice consummate the rights of the parties to whom such notice should be delivered shall not constitute a failure of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failureMerger.

Notification of Certain Matters. (a) The Company During the period from the date of this Agreement to the earlier of the Merger Effective Time and the termination of this Agreement, Post and SpinCo shall give prompt notice to ParentBellRing, and Parent BellRing shall give prompt notice to the CompanyPost and SpinCo, of (i) any written notice or other substantive communication received by such party from any Governmental Authority in connection with the Transactions or from any Person alleging that the consent of such Person is or may be required in connection with the Transactions, (ii) the discovery of any fact or circumstancecircumstance that, or the occurrence, occurrence or non-occurrence, occurrence of any event which could reasonably be expected to the occurrence or non-occurrence of which, would cause any of their respective representations representation or warranties warranty made by such party contained in this Agreement or another Transaction Agreement to become be untrue or inaccurate in any material respect or such a manner so as to cause any condition to the obligation failure of any party to effect of the Transactions not conditions set forth in Section 9.2(a) or Section 9.3(b), as applicable, to be satisfied or the satisfaction of those conditions being materially delayed satisfied, and (iiiii) any failure of the Company, Parent such party to perform or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition covenant or agreement to be performed or complied with or satisfied by it under this Agreementhereunder in such a manner so as to cause the failure of any of the conditions set forth in Section 9.2(b), Section 9.2(c) or Section 9.3(b), as applicable, to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 7.08 8.10 shall not (Ax) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereofof, or non-compliance with, any other provision of this Agreement, or (By) limit or otherwise affect the remedies available hereunder to the party receiving such notice or (z) prejudice the party giving such notice with respect to the matters contemplated by such notice solely by virtue of having delivered such notice; provided, further, provided further that any party’s failure to give prompt notice pursuant to perform or comply with its obligations under this Section 7.08 which does 8.10 shall not adversely prejudice be considered a failure to perform or comply with such party’s obligations hereunder for purposes of Section 9.2(b), Section 9.2(c) or Section 9.3(b), as applicable, unless the rights underlying factor or event would independently result in the failure of the parties to whom such notice should be delivered shall not constitute a failure of a condition to the Merger set forth in Article VIII except Section 9.2(b), Section 9.2(c) or Section 9.3(b), as applicable, to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failurebe satisfied.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other 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 other transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent could reasonably be expected to be material to the Company, the Surviving Corporation or Parent or any of their Subsidiaries, (ii) any actions, suits, claims, investigations or proceedings commenced or, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby, (iii) the discovery of any fact or circumstancecircumstance that, or the occurrence, occurrence or non-occurrence, occurrence of any event which could the occurrence or non-occurrence of which, would or would reasonably be expected to cause or result in any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect or to cause any condition the conditions to the obligation of any party to effect the Transactions Merger set forth in Article VI not to be being satisfied or the satisfaction of those conditions being materially delayed and (ii) in violation of any failure provision of the Company, Parent or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that the delivery of any notice pursuant to this Section 7.08 5.11 shall not (Ax) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereofof, or non-compliance with, any other provision of this Agreement, Agreement or (By) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided. The Company shall notify Parent, furtheron a current basis, that failure of any events or changes with respect to give prompt notice pursuant any criminal or regulatory investigation or action involving the Company or any of its Subsidiaries, and shall reasonably cooperate with Parent or its Affiliates in efforts to this Section 7.08 mitigate any adverse consequences to Parent or its Affiliates which does not adversely prejudice the rights of the parties to whom such notice should be delivered shall not constitute a failure of a condition to the Merger set forth may arise (including by coordinating and providing assistance in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply meeting with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failureregulators).

Notification of Certain Matters. (a) The Company Evergreen Parent and EZ shall give prompt notice to Parent, and Parent shall give ------------------------------- prompt notice to the Companyother, of the occurrence or non-occurrence of any Event the occurrence or non-occurrence of which would be likely to cause (i) the discovery of any fact representation or circumstance, warranty made by it or the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties its Subsidiaries contained in this Agreement to become be untrue or inaccurate in any material respect such that one or to cause any condition to more of the obligation conditions of any party to effect the Transactions Closing might not to be satisfied satisfied, or the satisfaction of those conditions being materially delayed and (ii) any failure covenant, condition or agreement made by it or any of its Subsidiaries contained in this Agreement not to be complied with or satisfied, or (iii) any change to be made in the Company, Parent Evergreen Disclosure Schedule or Merger Subthe EZ Disclosure Schedule, as the case may be, in any respect such that one or more of the conditions of Closing might not be satisfied, and any failure made by it to comply with or satisfy satisfy, or be able to comply with or satisfy, any covenant, condition or agreement to be complied with or satisfied by it under this Agreementhereunder in any respect such that one or more of the conditions of Closing might not be satisfied; provided, however, that the delivery of any notice pursuant to this Section 7.08 shall not (A) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereof, or non-compliance with, any other provision of this Agreement, or (B) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered shall not constitute a failure of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failure.

Notification of Certain Matters. (a) The Company shall use its commercially reasonable efforts to give prompt notice to Parent, and Parent shall give prompt notice to the Company, extent that it acquires actual knowledge of (i) the discovery occurrence or non-occurrence of any fact or circumstance, or the occurrence, event whose occurrence or non-occurrence, as the case may be, reasonably would be likely to cause any Offer Condition to fail to be satisfied at any time from the date of this Agreement to the Acceptance Time (except to the extent any Offer Condition refers to a specific date), (ii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which could would be reasonably be expected likely to cause any representation or warranty of their respective representations or warranties the Company contained in this Agreement to become be untrue or inaccurate in any material respect as of the date hereof or as of the Closing Date and (iii) any failure of the Company to comply with or timely satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. Parent shall use its commercially reasonable efforts to give prompt notice to Company to the extent that it acquires actual knowledge of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be reasonably likely to cause any condition to the obligation representation or warranty of any party to effect the Transactions not Parent contained in this Agreement to be satisfied untrue or inaccurate in any material respect as of the satisfaction date hereof or as of those conditions being materially delayed the Closing Date and (ii) any failure of the Company, Parent or Merger Sub, as the case may be, Purchaser to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; providedhereunder. Notwithstanding the foregoing, however, that the delivery of any notice pursuant to this Section 7.08 6.9 shall not (A) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereof, or non-compliance with, any other provision of this Agreement, or (B) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered shall not constitute a failure of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failure.

Notification of Certain Matters. (a) The Company shall use its commercially reasonable efforts to give prompt notice to Parent, and Parent shall give prompt notice to the Company, extent that it acquires actual knowledge of (i) the discovery occurrence or non-occurrence of any fact or circumstance, or the occurrence, event whose occurrence or non-occurrence, as the case may be, reasonably would be likely to cause (A) any Offer Condition to fail to be satisfied at any time from the date of this Agreement to the Acceptance Time (except to the extent any Offer Condition refers to a specific date) or (B) any condition set forth in Section 7.1 or Section 7.2 to fail to be satisfied at any time from the date of this Agreement to the Closing (except to the extent any such condition refers to a specific date), (ii) the occurrence of any event the occurrence of which could would be reasonably be expected likely to cause any representation or warranty of their respective representations or warranties the Company contained in this Agreement to become be untrue or inaccurate in any material respect as of the date hereof or as of the Closing Date and (iii) any failure of the Company to comply with or timely satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. Parent shall use its commercially reasonable efforts to give prompt notice to Company to the extent that it acquires actual knowledge of (i) the occurrence of any event the occurrence of which would be reasonably likely to cause any condition to the obligation representation or warranty of any party to effect the Transactions not Parent contained in this Agreement to be satisfied untrue or inaccurate in any material respect as of the satisfaction date hereof or as of those conditions being materially delayed the Closing Date and (ii) any failure of the Company, Parent or Merger Sub, as the case may be, Purchaser to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; providedhereunder. Notwithstanding the foregoing, however, that the delivery of any notice pursuant to this Section 7.08 6.8 shall not (A) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereof, or non-compliance with, any other provision of this Agreement, or (B) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered shall not constitute a failure of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failure.

Notification of Certain Matters. Merger Sub and the Company shall promptly (and in any event within five (5) business days) notify each other of (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the discovery of any fact or circumstancecircumstance that, or the occurrence, occurrence or non-occurrence, occurrence of any event which could reasonably be expected to the occurrence or non-occurrence of which, would cause or result in any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect or to cause any condition the conditions to the obligation of any party to effect the Transactions Merger set forth in Article 6 not to be being satisfied or the satisfaction of those conditions being materially delayed and (ii) in violation of any failure provision of the Company, Parent or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that the delivery of any notice pursuant to this Section 7.08 5.3 shall not (Ax) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereofof, or non-compliance with, any other provision of this Agreement, Agreement or (By) limit or otherwise affect the remedies available hereunder to the party receiving such notice; notice provided, further, that the failure to give prompt notice pursuant to comply with this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered 5.3(a) shall not constitute a failure material breach of a this Agreement for purposes of determining whether the condition to the Merger set forth in Article VIII except Section 6.3(b) has been satisfied, (b) any notice or other communication from any Governmental Entity in connection with the Merger or the transactions contemplated by this Agreement 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 hereby, if the subject matter of such communication could be material to the extent that the underlying fact or circumstanceCompany, the occurrence Surviving Corporation, Parent or non-occurrence Merger Sub and (c) any suit, action, claim or proceeding commenced, or to such party's knowledge, threatened, that seeks to prevent or seek damages in respect of, or otherwise relates to, the consummation of the eventtransactions contemplated by this Agreement or the Shareholder Agreement. The Company shall notify Parent and Merger Sub, on a reasonably current basis, of any events or failure changes with respect to comply any material regulatory or other investigation or action involving the Company or any of its affiliates by any Governmental Entity, and shall reasonably cooperate with Parent or satisfy its affiliates in efforts to mitigate any covenant, condition adverse consequences to Parent or agreement not so notified would, standing alone, constitute such a failureits affiliates which may arise (including by coordinating and providing assistance in meeting with regulators).

Notification of Certain Matters. Promptly after obtaining knowledge thereof, Seller shall notify Madden in writing of (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the discovery occurrence or non-occurrence of any fact or circumstance, or the occurrence, or non-occurrence, of any event which could causes or would be reasonably be expected likely to cause (i) any representation or warranty of their respective representations or warranties Seller contained in this Agreement to become be untrue or inaccurate in any material respect or to cause at any condition time from the date hereof to the obligation of any party to effect the Transactions not to be satisfied Closing Date or the satisfaction of those conditions being materially delayed and (ii) any covenant, condition or agreement of Seller in this Agreement not to be complied with or satisfied in any material respect, and (b) any failure of the Company, Parent or Merger Sub, as the case may be, Seller to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this AgreementSeller hereunder in any material respect; provided, however, that no such notification shall affect the delivery representations or warranties of Seller, or the right of Madden to rely thereon, or the conditions to the obligations of Madden except as provided in the following sentence. If Seller notifies Madden in writing of any matter referred to in the preceding clause (a)(i) and Madden nevertheless consummates the transactions contemplated hereby, Madden shall have no claim against Seller for a breach of such representation or warranty based on the information contained in such notification and the provisions of Section 12.2 shall not apply with respect to any such matter. Seller shall give prompt notice in writing to Madden of any notice pursuant to this Section 7.08 shall not (A) be deemed to cure or other communication from any breach of any representation or warranty requiring disclosure third party alleging that the consent of such matter prior third party is or may be required to be obtained by Seller or the date hereof, or non-compliance with, any other provision of Company in connection with the transactions contemplated by this Agreement, or (B) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered shall not constitute a failure of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failure.

Notification of Certain Matters. (a) The Company Each of Seller and Buyer shall give prompt notice to Parent, and Parent shall give reasonably prompt notice to the Company, other Party of (i) the discovery of any fact or circumstance, or the occurrence, occurrence or non-occurrence, occurrence of any event the occurrence or non-occurrence of which would or would be reasonably likely to cause any representation or warranty of the applicable Party contained herein to be untrue or inaccurate in any material respect at any time at or prior to the Closing, or which, individually or in the aggregate, could result in a Material Adverse Effect, (ii) any event which would reasonably be expected to cause any of their respective representations the conditions in Article VII or warranties contained in this Agreement to become untrue or inaccurate in any material respect or to cause any condition to the obligation of any party to effect the Transactions Article VIII, as applicable, not to be satisfied or the satisfaction of those conditions being materially delayed satisfied, and (iiiii) any material failure of the Company, Parent or Merger Sub, as the case may be, applicable Party to comply with or satisfy in a timely manner any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that the such Party hereunder. The delivery of any notice pursuant to this Section 7.08 6.13 shall not be deemed to (A) be deemed to cure any breach modify the representations, warranties, covenants or agreements hereunder of any representation or warranty requiring disclosure of the Party delivering such matter prior to the date hereofnotice, or non-compliance with, any other provision of this Agreementthe Disclosures Schedules, or (B) limit cure or otherwise affect the remedies available hereunder to the party receiving such notice; providedprevent any misrepresentation, furtherinaccuracy, that untruth or breach of any representation, warranty, covenant or agreement set forth in this Agreement or failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered shall not constitute a failure of a satisfy any condition to the Merger set forth in Article VIII except to the extent VII or Article VIII, as applicable; provided, however, that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or a failure to comply with this Section 6.13 prior to the Closing Date in and of itself will not constitute the failure of the condition set forth in Section 7.2 or satisfy any covenantSection 8.2, as the case may be, to be satisfied unless (i) such failure materially prejudices another Party’s ability to exercise its rights or remedies hereunder prior to the Closing or (ii) the underlying event would independently result in the failure of the condition set forth in Section 7.1 or agreement not so notified wouldSection 8.1, standing aloneas the case may be, constitute such a failureto be satisfied.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any notice or other communication received by such party from any Governmental Entity in connection with the Offer, the Merger or the other transactions contemplated hereby or from any person alleging that the consent of such person is or may be required in connection with the Offer, the Merger or the other transactions contemplated hereby, 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, (ii) any actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Offer, the Merger or the other transactions contemplated hereby, (iii) the discovery of any fact or circumstancecircumstance that, or the occurrence, occurrence or non-occurrence, occurrence of any event which could reasonably be expected to the occurrence or non-occurrence of which, would cause or result in any of their respective representations the Tender Offer Conditions or warranties contained any of the conditions set forth in this Agreement to become untrue or inaccurate in any material respect or to cause any condition to the obligation of any party to effect the Transactions Article VI not to be being satisfied or the satisfaction of those conditions being materially delayed and (ii) in violation of any failure provision of the Company, Parent or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that the delivery of any notice pursuant to this Section 7.08 5.13 shall not (Ax) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereofof, or non-compliance with, any other provision of this Agreement, Agreement or (By) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided. The Company shall notify Parent, furtheron a reasonably current basis, that failure of any events or changes with respect to give prompt notice pursuant any material regulatory or other investigation or action involving the Company or any of its affiliates by any Governmental Entity, and shall reasonably cooperate with Parent or its affiliates in efforts to this Section 7.08 mitigate any adverse consequences to Parent or its affiliates which does not adversely prejudice the rights may arise (including by coordinating and providing assistance in meeting with regulators). The parties agree and acknowledge that, except with respect to clause (iii) of the parties to whom such notice should be delivered shall not constitute a failure first sentence of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failure.this

Notification of Certain Matters. (a) The Company shall give prompt notice to Each of the Company, on the one hand, and Parent, and Parent on the other hand, shall give prompt notice to the Company, of other of: (i) the discovery of any fact or circumstance, or the occurrence, occurrence or non-occurrence, occurrence of any event event, the occurrence or non-occurrence of which could reasonably be expected is likely to cause any representation or warranty of their respective representations or warranties such party contained in this Agreement to become be untrue or inaccurate in any material respect at or to cause any condition prior to the obligation Effective Time such that if the Closing Date were to take place on the occurrence or non-occurrence of any party to effect the Transactions date of such event the condition in Sections 6.2(a) or 6.3(a), as applicable, could not to be satisfied or the satisfaction of those conditions being materially delayed met, and (ii) any failure of the Company, Parent or Merger Sub, as the case may be, 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 Agreementhereunder such that if the Closing Date were to take place on the occurrence or non-occurrence of the date of such failure the condition in Sections 6.2(a) or 6.3(a), as applicable, could not be met; provided, however, that the delivery of any notice pursuant to this Section 7.08 5.6 shall not (A) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereof, or non-compliance with, any other provision of this Agreement, or (Ba) limit or otherwise affect the any remedies available hereunder to the party receiving such notice; providednotice or (b) constitute an acknowledgment or admission of a breach of this Agreement. Except as set forth in the next sentence, further, that failure to give prompt notice no disclosure by a party pursuant to this Section 7.08 which does not adversely prejudice 5.6 shall be deemed to amend or supplement the rights Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant. Notwithstanding anything to contrary set forth herein, if any representation or warranty made by the parties Company herein would no longer be correct due to whom such notice should be delivered shall not constitute a failure any matter, change, fact, circumstance, occurrence, development or event occurring or arising during the period after the execution of a condition this Agreement but prior to the Merger set forth Effective Time, and such matter (i) constitutes a Company Material Adverse Effect and (ii) after the Effective Time would directly or indirectly subject the Shareholders to indemnification obligations (whether from the Escrow Account or otherwise) of an amount in Article VIII except excess of $2,500,000, and the Shareholder Representatives so notify Parent in writing no later than five (5) Business Days prior to the extent Closing Date, and Parent elects not to terminate this Agreement, then the Indemnified Parties will not have any right to indemnification under this Agreement solely with respect to the items that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failureCompany Material Adverse Effect.

Notification of Certain Matters. (a) The Company During the Pre-Closing Period, Buyer shall give prompt notice to Parent, and Parent shall give prompt written notice to the Company, and the Company shall give prompt written notice to Buyer, of (ia) the discovery of any fact or circumstance, or the occurrence, or non-occurrencefailure to occur, of any event event, which could occurrence or failure to occur would cause or constitute, or be reasonably expected to cause or constitute, a breach of any representation or warranty in the Agreement that would reasonably be expected to cause any of their respective representations the conditions to Closing set forth in Section 7.2(a) or warranties contained in this Agreement to become untrue or inaccurate in any material respect or to cause any condition to 7.3(a), as the obligation of any party to effect the Transactions case may be, not to be satisfied or the satisfaction of those conditions being materially delayed and (iib) any failure of Buyer and Merger Sub or the Company, Parent or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, howeverwhich failure would cause or constitute, or be reasonably expected to cause or constitute, a breach of any covenant or obligation in the Agreement that would reasonably be expected to cause the conditions to Closing set forth in Section 7.2(b) or 7.3(b), as the case may be, not to be satisfied. Notwithstanding the above, the delivery of any notice pursuant to this Section 7.08 shall 6.7 will not (A) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereof, or non-compliance with, any other provision of this Agreement, or (B) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that failure notice or the conditions to give prompt notice pursuant such party’s obligation to consummate the Merger. Failure of the Company to comply with this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered 6.7 shall not constitute give rise to a failure of a condition to remedy for the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or Company’s failure to comply with or satisfy any covenantthis Section 6.7, condition or agreement not so notified would, standing alone, constitute unless such a failurefailure was willful and intentional.

Notification of Certain Matters. (a) The From and after the date hereof until the Effective Time, the Company shall give prompt notice to Parent, and Parent and Merger Sub shall give prompt notice to the Company, upon receiving Knowledge of (ia) any notice, complaint, investigation or hearing (or communications indicating that the discovery same may be contemplated) of any fact or circumstanceGovernmental Authority in connection with this Agreement, the Merger or the occurrencetransactions contemplated hereby, or non-occurrence, (b) any written notice of any event Person (other than a Governmental Authority) alleging that the consent of such Person is or may be required in connection with the Merger or the transactions contemplated hereby, (c) any actions, suits, claims, investigations or proceedings that are commenced or, to such party’s Knowledge, privately threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which could relate to this Agreement, the Merger or the transactions contemplated hereby, (d) any Event that would or would be reasonably likely to cause or constitute a breach of any of its representations, warranties, covenants or agreements contained herein (provided, that the failure to provide such notice under this clause (d) shall not of itself be deemed to constitute a failure of the conditions precedent set forth in Section 7.2(b) or Section 7.3(b), as applicable) or (e) any material change, effect or circumstance that would reasonably be expected to cause any give rise to a failure of their respective representations or warranties contained a condition precedent in this Agreement to become untrue or inaccurate Section 7.1, Section 7.2 (in any material respect or to cause any condition to the obligation of any party to effect the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed and (ii) any failure case of the Company, Parent ) or Merger Sub, as Section 7.3 (in the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreementof Parent); provided, however, that no such notification shall affect the delivery representations, warranties, covenants or agreements of any notice pursuant to this Section 7.08 shall not (A) be deemed to cure any breach of any representation the parties herein or warranty requiring disclosure of such matter prior the conditions to the date hereof, obligations of the parties hereunder or non-compliance with, any other provision of this Agreement, or (B) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered shall not constitute a failure of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failureparty.

Notification of Certain Matters. During the period from the date hereof to the Closing Date, each party shall give prompt written notice to the other of (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the discovery of any fact or circumstance, or the occurrence, or non-occurrencefailure to occur, of any event of which could it becomes aware that has caused or that would be reasonably be expected likely to cause any representation or warranty of their respective representations or warranties such party contained in this Agreement (other than those representations and warranties that address matters only as of a particular date or only with respect to become a specific period of time) to be untrue or inaccurate in any material respect, (b) the occurrence, or failure to occur, of any event of which it becomes aware that has caused or that would be reasonably likely to cause any representation or warranty of such party contained in this Agreement that addresses matters only as of a particular date or only with respect to a specific period of time to be untrue or inaccurate in any material respect as of such date or with respect to cause any condition to such period, (c) the obligation existence of any party to effect Claim that, had it existed on the Transactions not date hereof, would have been required to be satisfied or the satisfaction of those conditions being materially delayed disclosed on Schedule 4.9 and (iid) any the failure of the Company, Parent or Merger Sub, as the case may be, such party to comply with or satisfy satisfy, in any material respect, any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; providedhereunder. In the event the Buyer consummates the Contemplated Transactions, however, that the delivery (i) any information regarding any inaccuracy or breach of any notice representation, warranty or covenant of the Seller or Thorn contained in this Agreement delivered to the Buyer pursuant to this Section 7.08 shall not (A) 6.26 or disclosed on the Seller's certificate delivered pursuant to Section 10.1, shall, for purposes of Section 8.1, be deemed not to cure any be a breach of the relevant representation, warranty or covenant hereunder, and (ii) the Seller shall have no liability for any representation Losses arising out of or warranty requiring disclosure of such matter prior to resulting from the date hereofspecified inaccuracy or breach; provided that nothing in this sentence shall, or non-compliance withif the Contemplated Transactions are not consummated, affect any other provision of this Agreement, or (B) limit or otherwise affect rights the remedies available hereunder to the party receiving such notice; provided, further, that failure to give prompt notice Buyer may have pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered shall not constitute a failure of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failure9.2.

Notification of Certain Matters. (a) The Company or the Sellers shall (and the Sellers shall cause the Company to) give prompt notice to Parent, and Parent shall give prompt notice to the Company, of Buyer of: (ia) the discovery of any fact or circumstance, or the occurrence, occurrence or non-occurrence, occurrence of any event event, the occurrence or non-occurrence of which could reasonably be expected is likely to cause any representation or warranty of their respective representations or warranties contained any Seller set forth in this Agreement to become be untrue or inaccurate in any material respect at or prior to cause any condition to the obligation of any party to effect the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed Closing, and (iib) any failure of the Company, Parent Company or Merger Sub, as the case may be, any Seller to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreementhereunder; provided, however, that the delivery of any notice pursuant to this Section 7.08 6.5 shall not (A) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereof, or non-compliance with, any other provision of this Agreement, or (Bi) limit or otherwise affect the any remedies available hereunder to the party receiving such notice, or (ii) constitute an acknowledgment or admission of a breach of this Agreement; and provided, further, further that the failure to give prompt deliver a notice pursuant to this Section 7.08 which does 6.5 shall not adversely prejudice be considered in determining whether the rights condition set forth in Section 7.2(a) or Section 7.2(b) has been satisfied. No disclosure by the Company or a Seller pursuant to this Section 6.5 shall affect or be deemed to modify, amend or supplement any representation or warranty set forth herein or in the Disclosure Schedule or the conditions to the obligations of the parties to whom such notice should be delivered shall not constitute a failure consummate the Acquisition in accordance with the terms and provisions hereof, restrict, impair or otherwise affect any Indemnified Parties’ right to indemnification hereunder or otherwise prevent or cure any misrepresentations, breach of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact warranty or circumstance, the occurrence or non-occurrence breach of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failure.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the discovery of any material fact or circumstancecircumstance that, or the occurrence, discovery of the occurrence or non-occurrence, occurrence of any material event which could reasonably be expected to the occurrence or non-occurrence of which, would cause (i) any material representation or warranty of their respective representations or warranties the Company contained in this Agreement to become untrue or be inaccurate in any material respect as of the time originally made, or to cause any condition to the obligation of any party to effect the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed and (ii) any material failure of the Company, Parent or Merger Sub, as the case may be, Company to comply with or satisfy any covenant, condition or agreement material covenant required to be complied with or satisfied by it under this Agreement; provided, however, that no such notice shall affect the representations or warranties of the Company or the conditions to the performance by Parent and Acquisition Sub of their obligations under this Agreement. In addition, the Company shall give prompt notice to Parent of the Company’s discovery of any material fact or circumstance that would cause any material representation of the Company qualified by knowledge contained in this Agreement to be inaccurate in any material respect as of the time originally made if such representation were to have been made without the knowledge qualifier as of the time originally made. Notwithstanding anything to the contrary in this Agreement, neither the failure of the Company to deliver any notice required pursuant to this Section 5.12(a), nor any delay in the delivery of any notice such notice, shall be considered in determining whether the Offer Condition set forth in clause “(c)” of Annex I has been satisfied or whether the termination right in Section 7.1(i) is available to Parent, unless such failure or delay was the result of a willful decision made by an executive officer of the Company who had knowledge of the information required to be delivered to Parent pursuant to this Section 7.08 shall not (A5.12(a) be deemed to cure any breach and who had knowledge of any representation or warranty requiring disclosure of such matter prior to the date hereof, or non-compliance with, any other provision applicability of this Agreement, or (BSection 5.12(a) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered shall not constitute a failure of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failureinformation.

Notification of Certain Matters. (a) The Company Company, the Indian ------------------------------- Subsidiary and each of the Principal Stockholders, as the case may be, shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of of: (i) the discovery of any fact or circumstance, or the occurrence, occurrence or non-occurrence, occurrence of any event event, the occurrence or non-occurrence of which could reasonably be expected is likely to cause any of their respective representations representation or warranties contained warranty given by it, respectively, in this Agreement to become be untrue or inaccurate in any material respect at or to cause any condition prior to the obligation of any party to effect the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed Effective Time, and (ii) any failure of the Companyit, Parent or Merger Sub, as the case may berespectively, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreementhereunder; provided, however, that the delivery of any notice pursuant to this Section 7.08 5.10 shall not (A) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereof, or non-compliance with, any other provision of this Agreement, or (B) limit or otherwise affect the any remedies available hereunder to the party receiving such notice; provided, furtheror (B) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company, that failure to give prompt notice the Indian Subsidiary or any of the Principal Stockholders pursuant to this Section 7.08 which does not adversely prejudice 5.10, however, shall be deemed to amend or supplement the rights Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant. Notice provided by any one of the parties with respect to whom any specified event pursuant to this Section 5.10 shall be deemed to satisfy the notice obligations as to all other such notice should be delivered shall not constitute a failure of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failureparties.

Notification of Certain Matters. (a) The Each of Utah Holding and the Company shall give prompt notice to ParentBuyer of, in each case to the extent within the Company’s knowledge: (i) the occurrence or non-occurrence of any event which has caused any representation or warranty contained in Article V to be untrue or inaccurate, in any material respect, at or prior to the Closing and Parent (ii) any failure of any Company Group Member to comply in any material respect with any covenant or agreement to be complied with hereunder. Each Seller shall give prompt notice to Buyer of, in each case to the extent within such Seller’s knowledge: (i) the occurrence or non-occurrence of any event which has caused any representation or warranty made by such Seller in Article IV to be untrue or inaccurate, in any material respect, at or prior to the Closing and (ii) any breach by such Seller in any material respect of any covenant or agreement hereunder to be complied with by it hereunder. The Buyer shall give prompt notice to the CompanyCompany of, of in each case to the extent within the Buyer’s knowledge: (i) the discovery of any fact or circumstance, or the occurrence, occurrence or non-occurrence, occurrence of any event which could reasonably be expected to cause has caused any of their respective representations representation or warranties warranty contained in this Agreement Article VI to become be untrue or inaccurate inaccurate, in any material respect respect, at or to cause any condition prior to the obligation of any party to effect the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed Closing and (ii) any failure of the Company, Parent or Merger Sub, as the case may be, Buyer to comply in any material respect with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it under this Agreement; providedthe Buyer hereunder. Subject to Section 7.5(b), however, that the delivery of any notice pursuant to this Section 7.08 7.5 shall not (A) be deemed to cure any breach (i) modify the representations or warranties hereunder of any representation or warranty requiring disclosure of the Party delivering such matter prior to notice, (ii) modify the date hereof, or non-compliance with, any other provision of this Agreement, conditions set forth in Article VIII or (Biii) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered shall not constitute a failure of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failureParty.

Notification of Certain Matters. (a) The Company WEDGE shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, CB&I of (ia) the discovery existence or occurrence of any fact each condition or circumstance, state of facts that will or the occurrence, or non-occurrence, of any event which reasonably could reasonably be expected to cause any representation or warranty of their respective representations or warranties WEDGE contained in this Agreement herein to become be untrue or inaccurate incorrect in any material Material respect at or to cause any condition prior to the obligation of any party to effect the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed Closing Date and (iib) any material failure of the Company, Parent or Merger Sub, as the case may be, WEDGE to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; providedhereunder. CB&I shall give prompt notice to WEDGE of (a) the existence or occurrence of each condition or state of facts that will or reasonably could be expected to cause any representation or warranty of CB&I contained herein to be untrue or inaccurate at or prior to the Closing Date, however(b) any material failure of CB&I to comply with or satisfy any covenant, that condition or agreement to be complied with or satisfied by it hereunder and (c) CB&I's receipt of any Alternative Proposal, or any requests for information or the initiation of discussions or negotiations from any third party who states a desire to make or consider making any Alternative Proposal, and CB&I shall include with such notice the identity of the person or group initiating such discussions or negotiations, requesting such information or making such Alternative Proposal, and the material terms and conditions of any such Alternative Proposal (and any subsequent material modifications thereof). The delivery of any notice pursuant to this Section 7.08 6.04 shall not (A) be deemed to cure any breach (a) modify the representations or warranties herein of any representation or warranty requiring disclosure of such matter prior to the date hereofparty delivering that notice, or non-compliance with, any other provision of this Agreement, party; (b) modify the conditions set forth or referred to in Article VII; or (Bc) limit or otherwise affect the remedies available hereunder to the party receiving such that notice; provided, further, that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered shall not constitute a failure of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failure.