Common use of Notification of Certain Matters Clause in Contracts

Notification of Certain Matters. The Company shall give reasonably prompt notice to Parent, and Parent shall give reasonably 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, and (ii) any Actions 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, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, or failure to occur, after the date of this Agreement, of any fact or event which has caused or would be reasonably likely (i) to cause any representation or warranty contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect or (ii) to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure by the Company to comply with or satisfy in any material respect, any covenant, condition or agreement to be complied with or satisfied by the Company hereunder (including the conditions set forth in Annex A hereto); provided that no such notification shall affect the representations and warranties of the Company contained in Article III or the conditions to the obligations of Parent or Purchaser hereunder.

Notification of Certain Matters. The Company shall give reasonably prompt notice to Parentthe Buyer, and Parent the Buyer shall give reasonably prompt notice to the Company, of (ia) any notice or other communication received by such party from any Governmental Authority Entity in connection with the Transactions transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Transactionstransactions contemplated hereby, and 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 or the Buyer, (iib) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would result in the failure to be satisfied of any of the conditions to be complied with or satisfied by it under this Agreement, (c) any Actions representation or Proceedings warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect (including such party having received knowledge of any fact, event or circumstance that would be reasonably expected to cause any representation qualified as to the knowledge of such party to be or become untrue or inaccurate), (d) any actions, suits, claims, investigations or proceedings commenced or, to such party’s Knowledge, or threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which, in and that relate to the case of either clause (i) Merger or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (ae) the occurrence, or failure to occur, after the date of this Agreement, of any fact or event which has caused or would be reasonably likely (i) to cause any representation or warranty contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect or (ii) to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure by the Company it to comply with or satisfy in any material respect, respect any covenant, condition or agreement to be complied with or satisfied by the Company hereunder (including the conditions set forth in Annex A hereto)it under this Agreement; provided provided, however, that no such notification shall affect the representations and warranties representations, warranties, covenants or agreements of the Company contained in Article III parties or the conditions to the obligations of Parent or Purchaser hereunderthe parties under this Agreement.

Notification of Certain Matters. The Company Sellers and Purchaser shall give reasonably prompt notice to Parent, and Parent shall give reasonably prompt notice to the Company, of (i) other parties if any Person provides written notice or other communication received by to any such party from any Governmental Authority in connection with the Transactions or from any Person alleging that (a) the consent of such Person is or may be required in connection with the Transactionstransactions contemplated by this Agreement, the Settlement Agreement or the Cooperation Agreement or (b) such Person is not likely to provide a required consent prior to Closing. Sellers and Purchaser shall also give prompt notice to the other party if such party receives any written objection or proceeding that challenges the transactions contemplated hereby or the entry of the Approval Order. Sellers and Purchaser shall give prompt notice to the other party of (i) any alleged violation of Law applicable to any such party, (ii) any Actions written notice of the commencement of any investigation, inquiry or Proceedings commenced orreview by any Governmental Body with respect to the Business or that any such investigation, inquiry or review, to the Knowledge of Sellers or to Purchaser's actual knowledge after due inquiry, is contemplated, or (iii) any breach by such party’s Knowledge, threatened against, relating to notifying party of any representation or involving or otherwise affecting such party warranty or any of its Subsidiaries whichcovenant or agreement contained in this Agreement applicable to such notifying party. Purchaser shall give prompt notice to Sellers, and Sellers shall give prompt notice to Purchaser, in the case event that the other party becomes aware of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, any event which could reasonably be expected to (i) have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, or failure to occur, after the date of this Agreement, of any fact or event which has caused or would be reasonably likely (i) to cause any representation or warranty contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect or (ii) provide any party with the ability to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including terminate the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure by the Company to comply with or satisfy in any material respect, any covenant, condition or agreement to be complied with or satisfied by the Company hereunder (including the conditions set forth in Annex A hereto); provided that no such notification shall affect the representations and warranties of the Company contained in Article III or the conditions to the obligations of Parent or Purchaser hereunder.Agreement

Notification of Certain Matters. The Company shall give reasonably prompt notice to Parent, and Parent shall give reasonably prompt notice to the Company, promptly notify each other of (ia) any notice or other communication received by such party from any Governmental Authority Entity in connection with the Transactions 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 Transactionstransactions contemplated hereby, and (iib) any Actions other notice or Proceedings communication from any Governmental Entity in connection with the transactions contemplated hereby, (c) 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 whichwhich relate to the transactions contemplated hereby or (d) any change, in condition or event occurring after the case of either clause date hereof (i) that renders or (ii), would, in the case of the Company, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, or failure to occur, after the date of this Agreement, of any fact or event which has caused or would be reasonably likely (i) to cause render any representation or warranty contained of such party set forth in this Agreement or in (disregarding any section of the Company Disclosure Letter materiality qualification contained therein) to be untrue or inaccurate in any material respect or (ii) manner that could reasonably be expected to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A heretoSection 6.2(a) or Section 6.3(a), as the case may be, not to be complied with satisfied or satisfied and (bii) that results or would reasonably be expected to result in any failure by the Company of such party to comply with or satisfy in any material respect, respect any covenant, condition or agreement (including any condition set forth in Article VI) to be complied with or satisfied by the Company hereunder (including the conditions set forth in Annex A hereto)hereunder; provided provided, however, that no such notification shall affect the representations and warranties any of the Company contained in Article III representations, warranties, covenants, rights or remedies, or the conditions to the obligations of Parent or Purchaser of, the parties hereunder.

Notification of Certain Matters. The Company NPCC shall give reasonably prompt notice to ParentUSAC, and Parent USAC shall give reasonably prompt notice to the CompanyNPCC, of (ia) any notice or other communication received by such party from any Governmental Authority Entity in connection with the Transactions Merger or the other transactions contemplated by this Agreement or from any Person person alleging that the consent of such Person person is or may be required in connection with the TransactionsMerger or the other transactions contemplated by this Agreement, and (iib) any Actions actions, suits, claims, investigations or Proceedings 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, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior DCLIC that relate to the Acceptance Time, Merger or the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, or failure to occur, after the date of other transactions contemplated by this Agreement, (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event which has caused the occurrence or non-occurrence of which, would be reasonably likely (i) to cause any representation or warranty made by such party contained in this Agreement (i) that is qualified as to materiality or in any section of the Company Disclosure Letter NPCC Material Adverse Effect or USAC Material Adverse Effect, as applicable, to be untrue or inaccurate and (ii) that is not so qualified to be untrue in any material respect or (ii) to cause any covenantrespect, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (bd) any material failure by the Company of such party to comply with or satisfy in any material respect, any covenant, condition covenant or agreement to be complied with or satisfied by it under this Agreement; provided, however, that the Company hereunder delivery of any notice under this Section 5.10 shall not (x) cure any breach of, or non-compliance with, any other provision of this Agreement or (y) limit the remedies available to the party receiving such notice. NPCC shall notify USAC, on a current basis, of any events or changes with respect to any criminal or regulatory investigation or action involving NPCC or any of its Affiliates, and shall reasonably cooperate with USAC or its Affiliates in efforts to mitigate any adverse consequences to USAC or its Affiliates that may arise (including the conditions set forth by coordinating and providing assistance in Annex A heretomeeting with regulators); provided that no such notification shall affect the representations and warranties of the Company contained in Article III or the conditions to the obligations of Parent or Purchaser hereunder.

Notification of Certain Matters. The Company Each of the parties hereto shall give reasonably prompt notice to Parent, and Parent shall give reasonably prompt notice to promptly notify the Company, others in writing of (i) receipt of any written notice or other communication received by such party from any Governmental Authority in connection with the Transactions or from any Person third party alleging that the consent of such Person third party is or may be required in connection with the TransactionsOffer or the Merger, and (ii) any Actions material claims, actions, proceedings or Proceedings governmental investigations commenced or, to such party’s its Knowledge, threatened againstthreatened, relating to or involving or otherwise affecting such party the Company or any of its Subsidiaries which, in the case or any of either clause (i) their property or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactionsassets. Prior to the Acceptance Time, the The Company shall give reasonably prompt written notice to promptly notify Parent of (a) the occurrence, or failure to occur, after the date of this Agreement, of any fact or event which has caused or would be reasonably likely (i) to cause in writing if any representation or warranty contained made by the Company in this Agreement or in any section of has become, to the Company Disclosure Letter to be Company’s Knowledge, untrue or inaccurate in any material respect respect, or (ii) to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) if any failure by of the Company 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, in any such case if and only to the Company hereunder (including extent that such untruth or inaccuracy, or such failure could reasonably be expected to cause, individually or in the aggregate, any of the conditions to the Offer set forth in clauses (B), (C) or (D) of Annex A heretoto fail to be satisfied at the Expiration Date. Parent shall prompt notify the Company in writing if any representation or warranty made by Parent or Purchaser in this Agreement has become untrue or inaccurate, or if any failure of Parent or Purchaser to comply with or satisfy 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, could reasonably be expected to give the Company the right to terminate the Agreement pursuant to Section 7.3(b); provided that . Notwithstanding anything in this Agreement to the contrary, no such notification notification, nor any information or Knowledge obtained pursuant to Section 5.4, shall affect the representations and representations, warranties or covenants of the Company contained in Article III any party or the conditions to the obligations of Parent any party hereunder, nor shall it limit or Purchaser hereunderotherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Each of the Company and the Buyer shall give reasonably prompt notice to Parent, and Parent shall give reasonably prompt notice to the Companyother of (a) the discovery by the party giving notice of any fact or circumstance that, or the occurrence, or failure to occur, of any event, which occurrence or failure to occur would cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect, at any time from and after the date of this Agreement until the Effective Time, (ib) any material failure of the 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 such the party giving notice from any Governmental Authority Entity in connection with the Transactions 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 Transactionstransactions contemplated by this Agreement, 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 the Buyer, and (iid) any Actions actions, suits, claims, investigations or Proceedings proceedings commenced or, to such party’s Knowledgethe Knowledge of the party giving notice, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior which relate to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, or failure to occur, after the date of transactions contemplated by this Agreement; provided, however, that the delivery of any fact or event which has caused or would notice pursuant to this Section 6.9 shall not (x) be reasonably likely (i) to cause considered an admission that any representation or warranty contained in is untrue for purposes of Article VII or Article VIII, (y) cure any breach or non-compliance with any other provision of this Agreement or in (z) limit the remedies available to the party receiving such notice. Notwithstanding the above, the delivery of any section of the Company Disclosure Letter notice pursuant to be untrue this Section will not limit or inaccurate in any material respect or (ii) to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure by the Company to comply with or satisfy in any material respect, any covenant, condition or agreement to be complied with or satisfied by the Company hereunder (including the conditions set forth in Annex A hereto); provided that no such notification shall otherwise affect the representations and warranties of remedies available hereunder to the Company contained in Article III party receiving such notice or the conditions to such party’s obligation to consummate the obligations of Parent or Purchaser hereunderMerger.

Notification of Certain Matters. The Each of the Company ------------------------------- and Acquiror shall give reasonably prompt notice to Parent, and Parent shall give reasonably prompt notice to the Company, other of (ia) 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 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, (b) any notice or other communication received by such party from any Governmental Authority in connection with the Transactions or from any Person third party alleging that the consent of such Person third party is or may be required in connection with the Transactions, and (ii) any Actions 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, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, or failure to occur, after the date of transactions contemplated by this Agreement, (c) any material adverse change in their respective (together with their respective subsidiaries taken as a whole) businesses, results of any fact operations, properties, assets, liabilities, prospects or event which has caused condition (financial or would be reasonably likely otherwise), other than changes resulting from general economic conditions, (id) to cause any representation or warranty made by it contained in this Agreement or in any section of the Company Disclosure Letter to be becoming untrue or inaccurate in any material respect or (ii) to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including in the conditions set forth in Annex A hereto) not to be complied with case of representations or satisfied and (b) any failure warranties by the Company or Acquiror, as applicable, such party's receiving knowledge of any fact, event or circumstance which may cause any representation qualified as to the knowledge of such party to be or become untrue or inaccurate in any material respect) or (e) the failure by it to comply with or satisfy in any material respect, respect any covenant, condition or agreement to be complied with or satisfied by the Company hereunder (including the conditions set forth in Annex A hereto)it under this Agreement; provided provided, -------- however, that no such notification shall affect the representations and warranties representations, ------- warranties, covenants or agreements of the Company contained in Article III parties or the conditions to the obligations of Parent or Purchaser hereunderthe parties under this Agreement.

Notification of Certain Matters. The Company shall give reasonably prompt notice to promptly (and in any event with two (2) Business Days) notify Parent, and Parent shall give reasonably prompt notice to promptly (and in any event with two (2) Business Days) notify the Company, of (ia) any notice or other communication received by such party from any Governmental Authority in connection with this Agreement, the Transactions Offer, the Merger or the transactions contemplated hereby, or from any Person person alleging that the consent of such Person person is or may be required in connection with the TransactionsOffer, and the Merger or the 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, (iib) any Actions actions, suits, claims, investigations or Proceedings proceedings commenced or, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries whichsubsidiaries which relate to this Agreement, in the case Offer, the Merger or the transactions contemplated hereby and (c) the discovery by such party of either clause (i) any fact, circumstance or (ii)event, would, in the case occurrence or non-occurrence of the Companywhich could reasonably be expected, individually or taken together with all other existing facts, events and circumstances known to such party, to cause or result in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case any of the Company or Parent, prevent or materially delay consummation conditions of the Transactions. Prior obligations of such party to consummate the Acceptance Time, Merger or the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, or failure to occur, after the date of this Agreement, of any fact or event which has caused or would be reasonably likely (i) to cause any representation or warranty contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect or (ii) to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) Offer not to be complied with satisfied or satisfied and (b) any failure by the Company to comply with or satisfy in any material respect, any covenant, condition or agreement satisfaction of which to be complied with materially delayed. The delivery of any notice pursuant to this Section 6.6 shall not limit or satisfied by the Company hereunder (including the conditions set forth in Annex A hereto); provided that no such notification shall otherwise affect the remedies available hereunder to the party receiving such notice or the representations and or warranties or covenants of the Company contained in Article III parties or the conditions to the obligations of Parent or Purchaser the parties hereunder.

Notification of Certain Matters. The Company shall give reasonably prompt notice to Parent, Parent and Merger Sub and Parent and Merger Sub shall give reasonably prompt notice to the Company, Company of (ia) any written 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, and (iib) any notice from any Governmental Authority in connection with the Transactions, (c) any Actions or Proceedings claims commenced or, to such partyParty’s Knowledge, threatened against, relating to or involving or otherwise affecting such party Party or any of its Subsidiaries which, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected that relate to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (ad) the occurrence, or failure to occur, after the date of this Agreement, discovery of any fact or event which has caused circumstance, or the occurrence or non-occurrence of any event, that would be reasonably likely (i) to cause any representation or warranty made by such Party contained in this Agreement or in any section of to be, with respect to the Company Disclosure Letter to be Company, untrue or inaccurate in any material respect or (ii) to cause any covenant, such that the condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A heretoSection 7.02(a) would not be satisfied, and with respect to Parent and Merger Sub, untrue or inaccurate such that the condition set forth in Section 7.03(a) would not be complied with or satisfied satisfied, and (be) any material failure by the Company of such Party to comply with or satisfy in any material respect, any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the Company hereunder delivery of any notice pursuant to this Section 6.14 shall not (including i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the conditions set forth in Annex A hereto); provided that no such notification shall affect the representations and warranties of the Company contained in Article III or the conditions remedies available to the obligations of Parent or Purchaser hereunderParty receiving such notice.

Notification of Certain Matters. The Company shall give reasonably prompt written notice to Parent of (i) any material claims, actions, proceedings or governmental investigations commenced or, to its knowledge, threatened, involving or affecting the Company or any Company Subsidiary or any of their property or assets and (ii) 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 the Company or any of Company Subsidiary subsequent to the date of this Agreement and prior to the Effective Time, under any Material Contract or any Contract entered into after the date of this Agreement that if in effect on the date hereof would be a Material Contract, to which the Company or any Company Subsidiary is a party or is subject. The Company, on the one hand, and Parent, on the other hand, shall give prompt written notice to the other party of (a) 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 hereby or (b) any Company Material Adverse Effect or any Parent Material Adverse Effect. The Company shall give prompt written notice to Parent, and Parent shall give reasonably prompt written 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, and (ii) any Actions 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, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, or failure to occur, after the date of this Agreement, of any fact or event which has caused or that would be reasonably likely (i) to cause any representation or warranty made by such party contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect or and (ii) to cause any covenantmaterial failure of the Company, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including Merger Sub, as the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure by the Company case may be, to comply with or satisfy in any material respect, any covenant, condition or agreement to be complied with or satisfied by it hereunder. The Company will furnish to Parent complete and correct copies of all correspondence from and to the SEC and all correspondence relating to accounting, sales and the business practices of the Company hereunder (including or any Company Subsidiary from and to any Governmental Entity. Notwithstanding anything in this Agreement to the conditions set forth in Annex A hereto); provided that contrary, no such notification shall affect the representations and representations, warranties or covenants of the Company contained in Article III parties or the conditions to the obligations of Parent or Purchaser the parties hereunder.

Notification of Certain Matters. The Company Each party shall give reasonably prompt written notice to Parenteach other party (and, and Parent in the case of the Company, shall give reasonably also provide prompt written notice to the Company, Financing Sources) 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 Transactionstransactions contemplated hereby, and (iib) notice or communication from any Actions or Proceedings commenced orGovernmental Entity in connection with the transactions contemplated hereby, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (ac) the occurrence, or failure to occur, after the date of this Agreement, of any fact or event of which it becomes aware that has caused or would could reasonably be reasonably likely (i) expected to cause any representation or warranty of such party contained in this Agreement that is qualified as to materiality being or becoming as of any time between the date of this Agreement and the Effective Time untrue or inaccurate at such time in any section respect or any such representation or warranty that is not so qualified being or becoming as of any time between the Company Disclosure Letter to be date of this Agreement and the Effective Time untrue or inaccurate in any material respect or respect, (iid) to cause any covenant, condition or agreement (other than any covenant or agreement the failure of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure by the Company it to comply with or satisfy in any material respect, respect any covenant, condition or agreement obligation to be complied with or satisfied by it under this Agreement or (e) the commencement or threat of any Company Litigation or any other Action which relates to the consummation of the transactions contemplated hereby or the issuance of any Order affecting the Company hereunder (including or any of its Subsidiaries or any of their respective properties or assets, in either case which, if pending, threatened or issued, as the conditions set forth in Annex A hereto); provided that no such notification shall affect the representations and warranties of the Company contained in Article III case may be, on or the conditions prior to the obligations date of Parent or Purchaser hereunderthis Agreement, would have been required to have been disclosed pursuant to Section 3.1.

Notification of Certain Matters. The Company shall give reasonably prompt notice to Parent, and Parent shall give reasonably prompt notice to (a) During 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, and (ii) any Actions 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, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance TimePre-Closing Period, the Company shall give reasonably prompt written notice to Parent Acquiror of (a) the occurrence, or failure to occur, after the date of this Agreement, of any fact or event which has caused or would be reasonably likely (i) the occurrence or nonoccurrence of any event, condition, fact or circumstance that could reasonably be expected to cause any representation or warranty made by the Company contained in this Agreement or in any section of the Company Disclosure Letter other Operative Documents to be untrue or inaccurate in any material respect (provided that such notice shall be required to be made with respect to any representation or warranty that is made exclusively as of, and that refers specifically to, a specified date only if any event, condition, fact or circumstance results in or evidences the untruth or inaccuracy of such representation or warranty as of such specified date), (ii) to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure by the Company to comply with or satisfy in any material respectobligation, any covenant, condition agreement or agreement covenant to be complied with or satisfied by it hereunder, (iii) any pending or, to the Company hereunder knowledge of the Company, threatened Legal Proceeding by any Governmental Entity or any other Person (including A) concerning any of the Contemplated Transactions, (B) challenging or seeking material damages in connection with this Agreement or any of the Contemplated Transactions, or (C) seeking to restrain or prohibit the consummation of the Merger or any of the Contemplated Transactions or otherwise limit the right of Acquiror or its Subsidiaries to own or operate all or any portion of the businesses or Assets of the Company, and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Annex A hereto); provided Article IV impossible or unlikely or that no such notification shall affect the representations and warranties of the has had or could reasonably be expected to have or result in a Company contained in Article III or the conditions to the obligations of Parent or Purchaser hereunderMaterial Adverse Effect.

Notification of Certain Matters. The Company shall give reasonably prompt notice to ParentBuyer, and Parent Buyer shall give reasonably 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 this Agreement, the Merger or the transactions contemplated hereby, or from any Person person alleging that the consent of such Person person is or may be required in connection with the TransactionsMerger or the transactions contemplated hereby, and 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 Buyer, (ii) any Actions actions, suits, claims, investigations or Proceedings proceedings commenced or, to such party’s Knowledge's knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected subsidiaries which relate to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, or failure to occur, after the date of this Agreement, the Merger or the transactions contemplated hereby and (iii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event which has caused the occurrence or non-occurrence of which, would be reasonably likely (i) to cause any representation or warranty contained in this Agreement or result in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect or (ii) to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure by the Company to comply with or satisfy in any material respect, any covenant, condition or agreement to be complied with or satisfied by the Company hereunder (including the conditions set forth in Annex A hereto); provided that no such notification shall affect the representations and warranties of the Company contained in Article III or the conditions to the obligations Merger set forth in Article VII not being satisfied or satisfaction of Parent those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 6.8 shall not (x) cure any breach of, or Purchaser hereundernon-compliance with, any other provision of this Agreement or (y) limit the remedies available to the party receiving such notice provided, further, that the failure to comply with this 6.8(iii) shall not constitute a material breach of this Agreement for purposes of determining whether the condition set forth in Section 7.3(b) has been satisfied. The Company shall notify Buyer, on a reasonably current basis, of any events or changes with respect to any material regulatory or other investigation or action involving the Company or any of its affiliates by any Governmental Authority, and shall reasonably cooperate with Buyer or its affiliates in efforts to mitigate any adverse consequences to Buyer or its affiliates which may arise (including by coordinating and providing assistance in meeting with regulators).

Notification of Certain Matters. The Company shall give reasonably prompt written notice to Parent, and Parent shall give reasonably written 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, and 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 or the ability of the parties to consummate the Transactions, (ii) any Actions actions, suits, claims, investigations or Proceedings proceedings commenced or, to such party’s Knowledge's knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected Affiliates which relate to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (aiii) the occurrence, or failure to occur, after the date of this Agreement, discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event which has caused the occurrence or non-occurrence of which, would be reasonably likely (i) to cause any representation or warranty made by such party contained in this Agreement (A) that is qualified as to materiality or Material Adverse Effect to be untrue or (B) that is not so qualified to be untrue in any section material respect, and the Company shall as part of such notice include an amendment of the Company Disclosure Letter Schedule to be untrue the extent necessary to make the Company Disclosure Schedule true and correct in light of, and as of the time of, such discovery or inaccurate occurrence or non-occurrence (including the commencement or threat of any action, suit, claim, investigation or proceeding referred to in any material respect or clause (ii) to cause any covenantof this sentence), condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (biv) any material failure by the Company of such party to comply with or satisfy in any material respect, any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the Company hereunder delivery of any notice pursuant to this Section 5.7 shall not (including the conditions set forth in Annex A hereto); provided that no such notification shall affect the representations and warranties x) cure any breach of any representation or warranty of the Company party giving such notice or any non-compliance by the party giving such notice with any other provision contained in Article III this Agreement or (y) limit the conditions remedies available to the obligations of Parent or Purchaser hereunderparty receiving such notice (except as otherwise specifically provided in Section 8.2(a)).

Notification of Certain Matters. The Company shall give reasonably prompt notice to ParentGenesis and Acquisition, and Parent Genesis and Acquisition shall give reasonably prompt notice to the Company, of (i) any notice the occurrence 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, and (ii) any Actions 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, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, or failure to occur, after the date of this Agreement, nonoccurrence of any fact event the occurrence or event nonoccurrence of which has caused or would be reasonably likely (i) to cause any representation or warranty contained in this Agreement Agreement, which is qualified as to materiality, to be untrue or in inaccurate, or any section of the Company Disclosure Letter representation or warranty not so qualified, to be untrue or inaccurate in any material respect at or prior to the Effective Time, (ii) to cause any covenantmaterial failure of the Company, condition Genesis or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including Acquisition, as the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure by the Company case may be, to comply with or satisfy in any material respect, 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 Company hereunder date of this Agreement and prior to the Effective Time, under any contract or agreement material to the financial condition, properties, businesses, results of operations or prospects of it and its subsidiaries taken as a whole to which it or any of its subsidiaries is a party or is subject, (including iv) any notice or other communication from any third party alleging that the conditions set forth consent of such third party is or may be required in Annex A hereto)connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial condition, properties, businesses, results of operations or prospects, taken as a whole, other than changes resulting from general economic conditions; provided provided, however, that no the delivery of any notice pursuant to this Section 7.2 shall not cure such notification shall breach or non-compliance or limit or otherwise affect the representations and warranties of the Company contained in Article III or the conditions remedies available hereunder to the obligations of Parent or Purchaser hereunderparty receiving such notice.

Notification of Certain Matters. The Company During the Interim Period, each Party shall give reasonably prompt notice to Parent, and Parent shall give reasonably prompt notice to the Company, of other Parties if such Party or its Affiliates: (ia) receives any notice or other communication received by such party in writing from any third party (including any Governmental Authority in connection with the Transactions or from any Person Authority) alleging (i) that the consent Consent of such Person third party is or may be required in connection with the Transactions, and transactions contemplated by this Agreement or (ii) any Actions non-compliance with any Law by such Party or Proceedings commenced orits Affiliates; (b) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; or (c) becomes aware of the commencement or threat, to in writing, of any Legal Proceeding against such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party Party or any of its Subsidiaries whichAffiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates with respect to the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactionstransactions contemplated by this Agreement. Prior No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Acceptance TimeClosing have been satisfied or in determining whether or not any of the representations, the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, warranties or failure to occur, after the date of this Agreement, of any fact or event which has caused or would be reasonably likely (i) to cause any representation or warranty covenants contained in this Agreement have been breached. In the event that any litigation related to this Agreement, any Ancillary Documents or in any section the transactions contemplated hereby or thereby is brought, or, to the knowledge of the Company Disclosure Letter Parties, respectively, threatened, against such Party, or the board of directors (or similar governing body) of such Party or its Subsidiaries, respectively, by a third party prior to be untrue the Closing, such Party shall promptly notify the other Party of any such litigation and keep the other Party reasonably informed with respect to the status thereof. Each Party shall provide the other Party the opportunity to participate in (subject to a customary joint defense agreement), but not control, the defense of any such litigation, shall give due consideration to the other Party’s advice with respect to such litigation and shall not settle or inaccurate in agree to settle any material respect or (ii) to cause any covenantsuch litigation without the prior written consent of the other Party, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) such consent not to be complied with unreasonably withheld, conditioned or satisfied and (b) any failure by the Company to comply with or satisfy in any material respect, any covenant, condition or agreement to be complied with or satisfied by the Company hereunder (including the conditions set forth in Annex A hereto); provided that no such notification shall affect the representations and warranties of the Company contained in Article III or the conditions to the obligations of Parent or Purchaser hereunderdelayed.

Notification of Certain Matters. The From the date hereof to the Effective Time, the Company shall give reasonably prompt notice to Parent, and each of Parent and Merger Sub shall give reasonably prompt notice to the Company, of (i) any notice or other communication received by such party Party from any Governmental Authority Entity in connection with the Transactions Merger or the transactions contemplated thereby or from any Person person alleging that the consent of such Person person is or may be required in connection with the TransactionsMerger 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 (ii) any Actions actions, suits, claims, investigations or Proceedings proceedings commenced or, to such partyParty’s Knowledgeknowledge, threatened against, relating to or involving or otherwise affecting against such party Party or any of its Subsidiaries which, in which purports to materially affect the case of either clause (i) or (ii), would, in the case consummation of the CompanyMerger, individually (iii) the occurrence or in non-occurrence of any event the aggregate, occurrence or non-occurrence of which would reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, or failure to occur, after the date of this Agreement, of any fact or event which has caused or would be reasonably likely (i) to cause any representation or warranty contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect or (ii) to cause any covenantrespect, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (biv) any failure by of the Company Company, Parent or Merger Sub, as the case may be, to comply with or satisfy in any material respect, any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the Company hereunder (including the conditions set forth in Annex A hereto); provided that no such notification delivery of any notice pursuant to this Section 5.13 shall not limit or otherwise affect the representations and warranties of the Company contained in Article III or the conditions remedies available hereunder to the obligations of Parent or Purchaser hereunderParty receiving such notice.

Notification of Certain Matters. The Company shall give reasonably prompt notice to Parent, and Parent shall give reasonably prompt notice to the Company, promptly notify each other of (ia) any notice or other communication received by such party from any Governmental Authority Entity in connection with the Transactions 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 TransactionsMerger or the other transactions contemplated hereby, and if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (iib) any Actions or Proceedings Action commenced or, to such party’s Knowledgeknowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries whichwhich relate to the Merger or the other transactions contemplated hereby, in (c) the occurrence or non-occurrence of any event whose occurrence or non-occurrence, as the case of either clause (i) or (ii)may be, would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, or failure to occur, after the date of this Agreement, of any fact or event which has caused or would be reasonably likely (i) to cause causes any representation or warranty of such party contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect or (ii) would reasonably be expected to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) Article VII not to be complied with satisfied in any material respect as of the Closing, or satisfied and (bd) any material failure by of the Company Company, Parent or Merger Sub, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect, any covenant, condition or agreement to be complied with or satisfied by the Company hereunder (including the conditions set forth in Annex A hereto)it under this Agreement; provided provided, however, that no such notification shall affect the representations and warranties any of the Company contained in Article III representations, warranties, covenants, rights or remedies, or the conditions to the obligations of Parent or Purchaser of, the parties hereunder.

Notification of Certain Matters. The Company shall give reasonably prompt notice to Parentthe Buyer, and Parent the Buyer shall give reasonably prompt notice to the Company, of (i) any notice or other communication received by such party from any Governmental Authority Entity in connection with the Transactions Transaction or the other transactions contemplated hereby or from any Person person alleging that the consent of such Person person is or may be required in connection with the TransactionsTransaction or the other transactions contemplated hereby, and if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company or the Buyer, (ii) any Actions actions, suits, claims, investigations or Proceedings proceedings commenced or, to such party’s 's Knowledge, threatened against, relating to or involving or otherwise affecting such party which relate to the Transaction or the other transactions contemplated hereby, (iii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the Conditions to the Transaction set forth in ARTICLE VIII not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; PROVIDED, HOWEVER, that the delivery of any notice pursuant to this SECTION 6.9 shall not (x) cure any breach of, or non-compliance with, any other provision of this Agreement or (y) limit the remedies available to the party receiving such notice. The Company shall notify the Buyer, 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 Subsidiaries whichAffiliates (but, in the case of either clause (i) excluding traffic violations or (iisimilar misdemeanors), would, and shall reasonably cooperate with the Buyer or its Affiliates in the case of the Company, individually or in the aggregate, reasonably be expected efforts to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior mitigate any adverse consequences to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, Buyer or failure to occur, after the date of this Agreement, of any fact or event its Affiliates which has caused or would be reasonably likely (i) to cause any representation or warranty contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect or (ii) to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement may arise (including the conditions set forth by coordinating and providing assistance in Annex A hereto) not to be complied meeting with or satisfied and (b) any failure by the Company to comply with or satisfy in any material respect, any covenant, condition or agreement to be complied with or satisfied by the Company hereunder (including the conditions set forth in Annex A heretoregulators); provided that no such notification shall affect the representations and warranties of the Company contained in Article III or the conditions to the obligations of Parent or Purchaser hereunder.

Notification of Certain Matters. The Company From and after the date hereof until consummation of the Closing, Seller shall give reasonably prompt notice to ParentBuyer, and Parent Buyer shall give reasonably prompt notice to the CompanySeller, upon receiving Knowledge of (ia) any notice notice, complaint, investigation or other communication received by such party from hearing (or communications indicating that the same may be contemplated) of any Governmental Authority in connection with this Agreement or the Transactions or from transactions contemplated hereby, (b) any written notice of any Person (other than a Governmental Authority) alleging that the consent of such Person is or may be required in connection with the Transactionstransactions contemplated hereby, and (iic) any Actions actions, suits, claims, investigations or Proceedings proceedings commenced or, to such party’s Knowledge, threatened in writing against, relating to or involving or otherwise affecting such party or or, to such party’s Knowledge, any of its Subsidiaries whichAffiliates which relate to this Agreement or the transactions contemplated hereby, in the case of either clause (id) any fact, event or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, or failure to occur, after the date of this Agreement, of any fact or event which has caused circumstance that would or would be reasonably likely (i) to cause or constitute a breach of any representation of its representations, warranties, covenants or warranty agreements contained in this Agreement herein, or in any section of the Company Disclosure Letter to be untrue or inaccurate in (e) any material respect change, effect or circumstance that would reasonably be expected to give rise to a failure of a condition precedent in Section 7.1, Section 7.2 (iiin the case of Seller) to cause any covenant, condition or agreement Section 7.3 (other than any covenant or agreement in the case of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure by the Company to comply with or satisfy in any material respect, any covenant, condition or agreement to be complied with or satisfied by the Company hereunder (including the conditions set forth in Annex A heretoBuyer); provided provided, however, that no such notification shall affect the representations and warranties representations, warranties, covenants or agreements of the Company contained in Article III parties herein or the conditions to the obligations of Parent the parties hereunder or Purchaser hereunderthe remedies available hereunder to any party; provided, further, that the failure to comply with this Section 6.6 shall not constitute a breach or noncompliance of a covenant by such party for determining the satisfaction of the conditions set forth in Section 7.2 or Section 7.3. Promptly following distribution to or receipt from any regulatory and/or law enforcement agency, civil plaintiff or HNR Stockholder, as applicable, Seller shall provide Buyer with all documents related to any communication or request for information, including any pleadings, court documents or correspondence, to or from any regulatory and/or law enforcement agency, civil plaintiff or HNR Stockholder regarding a violation or potential violation of any Law by HNR or any of its Subsidiaries or, to the extent accessible by HNR or Seller, by Petrodelta or any of its Subsidiaries, or any of their respective directors, officers, employees, or, to Seller’s Knowledge, Representatives.

Notification of Certain Matters. The Company shall give reasonably prompt notice to Parent, and Parent shall give reasonably 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 this Agreement, the Merger or the transactions contemplated hereby, or from any Person person alleging that the consent of such Person person is or may be required in connection with the TransactionsMerger or the transactions contemplated hereby, and 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, (iib) any Actions actions, suits, written claims, investigations or Proceedings proceedings commenced or, to such party’s Knowledgeknowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries subsidiaries which relate to this Agreement, the Merger or the transactions contemplated hereby and (c) or the discovery by a party to this Agreement of any fact, circumstance or event, the occurrence or non-occurrence of which, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect or, in the case cause any of the Company or Parent, prevent or materially delay consummation conditions of the Transactionsobligations of such party to consummate the Merger as set forth in Article VII not to be satisfied or the satisfaction of which to be materially delayed in violation of this Agreement. Prior to the Acceptance Time, the The Company shall give Parent the opportunity to reasonably prompt written notice to Parent of (a) participate in the occurrence, or failure to occur, after the date of this Agreement, defense and settlement of any fact or event which has caused or would be reasonably likely (i) stockholder litigation against the Company and/or its directors relating to cause any representation or warranty contained in this Agreement or in any section of and the Company Disclosure Letter to be untrue or inaccurate in any material respect or (ii) to cause any covenanttransactions contemplated herein, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure by the Company to comply with or satisfy in any material respect, any covenant, condition or agreement to be complied with or satisfied by the Company hereunder (including the conditions set forth in Annex A hereto); provided that no such notification settlement shall affect the representations and warranties of the Company contained in Article III be agreed upon without Parent’s prior written consent (which consent shall not be unreasonably withheld or the conditions to the obligations of Parent or Purchaser hereunderdelayed).

Notification of Certain Matters. The Company Each Party shall give reasonably prompt notice to Parent, and Parent shall give reasonably prompt notice to promptly notify each of the Company, other Parties of (ia) any notice or other communication received by such party Party from any Governmental Authority Entity in connection with the Transactions 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 TransactionsMergers or the other transactions contemplated hereby, and if the subject matter of such communication could be material to Holding Company, Towers Perrin, Watson Wyatt or either Surviving Corporation, (iib) any Actions or Proceedings Action commenced or, to such party’s Knowledgeknowledge, threatened against, relating to or involving or otherwise affecting such party Party or any of its Subsidiaries whichwhich relate to the Mergers or the other transactions contemplated hereby or (c) any change, in the case of either clause condition or event (i) that renders or (ii), would, in the case of the Company, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, or failure to occur, after the date of this Agreement, of any fact or event which has caused or would be reasonably likely (i) to cause render any representation or warranty contained of such Party set forth in this Agreement or in (disregarding any section of the Company Disclosure Letter materiality qualification contained therein) to be untrue or inaccurate in any material respect or (ii) that results or would reasonably be expected to cause any covenantresult in, condition with respect to Towers Perrin, a Towers Perrin Material Adverse Effect or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not as applicable), with respect to be complied with or satisfied and (b) any failure by the Company to comply with or satisfy in any material respectWatson Wyatt, any covenanta Watson Wyatt Material Adverse Effect; provided, condition or agreement to be complied with or satisfied by the Company hereunder (including the conditions set forth in Annex A hereto); provided however, that no such notification shall affect the representations and warranties any of the Company contained in Article III representations, warranties, covenants, rights or remedies, or the conditions to the obligations of Parent or Purchaser of, the Parties hereunder.

Notification of Certain Matters. The Company shall give reasonably prompt notice to ParentBuyer, and Parent Buyer shall give reasonably 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 this Agreement, the Merger or the transactions contemplated hereby, or from any Person person alleging that the consent of such Person person is or may be required in connection with the TransactionsMerger or the 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 Buyer and (ii) any Actions inaccuracy of any representation or Proceedings commenced orwarranty made by such party that would reasonably be expected to cause the condition set forth in Section 7.2(a) or Section 7.3(a), respectively, not to such party’s Knowledgebe satisfied. The Company shall give prompt notice to Buyer of, threatened againstand cooperate with Buyer in connection with, (i) any actions, suits, claims, investigations or proceedings commenced, pending, relating to or to, involving or otherwise affecting such party or the Company, any of its Subsidiaries whichsubsidiaries or their respective officers, directors or employees, which relate to this Agreement, the Merger or the transactions contemplated hereby (including the Spin-Off Transaction) and (ii) any stockholder litigation or claims against the Company, any of its subsidiaries or their respective officers, directors or employees relating to this Agreement, the Merger or the transactions contemplated hereby (including the Spin-Off Transaction). No settlement in the case of either connection with any claim, suit, hearing, proceeding or litigation referred to in clause (i) or (ii)) above shall be agreed to without Buyer’s prior written consent, wouldwhich consent shall not be unreasonably withheld, in the case of the Company, individually conditioned or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, or failure to occur, after the date of this Agreement, of any fact or event which has caused or would be reasonably likely (i) to cause any representation or warranty contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect or (ii) to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure by the Company to comply with or satisfy in any material respect, any covenant, condition or agreement to be complied with or satisfied by the Company hereunder (including the conditions set forth in Annex A hereto); provided that no such notification shall affect the representations and warranties of the Company contained in Article III or the conditions to the obligations of Parent or Purchaser hereunderdelayed.

Notification of Certain Matters. The Company shall give reasonably prompt notice to Parent, and Parent (on behalf of itself, PHH and Merger Sub) shall give reasonably prompt notice to the Company, of (i) the occurrence or non-occurrence of any notice event known to it, the occurrence or other communication received by non-occurrence of which is reasonably likely to cause any representation or warranty of such party from any Governmental Authority contained in connection with the Transactions this Agreement to be materially untrue or from any Person alleging that the consent of such Person is or may be required in connection with the Transactionsinaccurate, and (ii) any Actions 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, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case failure of the Company or Parent, prevent PHH or materially delay consummation Merger Sub, as the case may be, to comply with or satisfy, or the occurrence or non- occurrence of the Transactions. Prior any event known to the Acceptance Timeit, the Company shall give reasonably prompt written notice to Parent occurrence or non-occurrence of (a) the occurrence, or failure to occur, after the date of this Agreement, of any fact or event which has caused or would be is reasonably likely (i) to cause any representation or warranty contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect or (ii) to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure by the Company such party materially to comply with or satisfy in any material respect, any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) the Company hereunder occurrence of any other event known to it which would be reasonably likely (including the conditions A) to have a Material Adverse Effect or (B) to cause any condition set forth in Annex A hereto)Article VI to be unsatisfied in any material respect at any time prior to the Effective Time; provided or (iv) any action, suit, proceeding, inquiry or investigation pending or, to the knowledge of the Company, threatened which questions or challenges the validity of this Agreement; provided, however, that no such notification the delivery of any notice pursuant to this Section 5.8 shall not limit or otherwise affect the representations and warranties of the Company contained in Article III or the conditions remedies available hereunder to the obligations of Parent or Purchaser hereunderparty receiving such notice.

Notification of Certain Matters. The Company During the Interim Period, each Party shall give reasonably prompt notice to Parent, and Parent shall give reasonably prompt notice to the Company, of (i) any notice other Parties if such Party 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, and (ii) any Actions 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, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of Affiliates: (a) the occurrence, or failure to occur, after the date of this Agreement, of any fact or event which has caused or would be reasonably likely (i) to cause any representation or warranty contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect or (ii) to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure by the Company fails to comply with or satisfy in any material respect, any covenant, condition or agreement to be complied with or satisfied by the Company it or its Affiliates hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the conditions set forth Consent of such third party is or may be required in Annex A hereto)connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates that would reasonably be likely to result in a material Liability to such Party or its Affiliates; provided that no such notification shall affect (c) receives any notice or other communication from any Governmental Authority in connection with the representations and warranties transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware of the Company contained occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would reasonably be expected to cause or result in Article III or any of the conditions to the obligations Closing set forth in Article VII not being satisfied or the satisfaction of Parent those conditions being materially delayed; or Purchaser hereunder(e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. The Company Until the Closing, each party hereto shall give reasonably prompt notice to Parent, and Parent shall give reasonably prompt notice to promptly notify the Company, other parties hereto in writing 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 Transactionstransactions contemplated by this Agreement, and (iib) any Actions notice or Proceedings commenced other communication from any Governmental Body in connection with the transactions contemplated by this Agreement (to the extent notification thereof to the other parties hereto is permitted by such Governmental Body), (c) any Proceeding pending or, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case Knowledge of the Company or Parentto Purchaser’s actual knowledge, prevent respectively, threatened against a party or materially delay consummation of the Transactions. Prior to parties alleging claims arising from the Acceptance Timetransactions contemplated by this Agreement and (d) any material fact, the Company shall give reasonably prompt written notice to Parent of (a) the occurrencechange, condition, circumstance, or failure to occur, after the date of this Agreement, occurrence or nonoccurrence of any fact event of which it is aware and relating to such party that will or event which has caused or would be is reasonably likely (i) to cause any representation or warranty contained in this Agreement or result in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect or (ii) to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A heretoArticle VI to the other party(ies) obligations to close becoming incapable of being satisfied; provided, that (i) the foregoing shall not to be complied with or satisfied and (b) any failure by require the Company to comply with provide access to or satisfy to disclose information where such access or disclosure would result in the waiver of any material respect, any covenant, condition legal privilege or agreement to be complied with or satisfied by the Company hereunder work-product protection (including the conditions set forth in Annex A hereto); provided that no such notification information shall be provided if such information can, without unreasonable burden and on advice of outside legal counsel, be redacted in a manner that would not reasonably be expected to, on advice of outside legal counsel, result in the waiver of any such privilege or protection) and (ii) the delivery of any notice pursuant to this Section 5.7 shall not limit or otherwise affect the remedies available hereunder to the party giving or receiving such notice, or the representations and or warranties of the Company contained in Article III of, or the conditions to or obligations of, the obligations of Parent or Purchaser hereunderparties hereto.

Notification of Certain Matters. The Company (a) During the Pre-Closing Period, the Bank shall give reasonably prompt notice to Parent, and Parent shall give reasonably 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, and (ii) any Actions 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, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of Prime, and Prime shall give prompt written notice to the Bank, of: (ai) the occurrence, or failure to occur, after the date of this Agreement, of any fact factor or event event, which has caused occurrence or would be failure to occur is reasonably likely (i) to cause (A) any representation or warranty of such party contained in this Agreement or in any section of the Company Disclosure Letter 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 (iiB) to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) such party not to be complied with or satisfied and in any material respect; (bii) any material failure by of the Company Bank or Prime, as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy in any material respect, any covenant, condition or agreement to be complied with or satisfied by it under this Agreement or (iii) the Company hereunder occurrence of any change, condition or event that has had or is reasonably likely to have a Prime Material Adverse Effect or a Bank Material Adverse Effect, as applicable. Notwithstanding the above, the delivery of any notice pursuant to this Section shall not (including the conditions set forth in Annex A hereto); provided that no such notification shall x) affect the representations and warranties of the Company contained in Article III Bank or Prime, as the case may be, or the right of the party receiving such notice to rely on such representations and warranties (as unmodified by such notice), and (y) will not limit or otherwise affect the remedies available hereunder to the party receiving such notice or the conditions to such party’s obligation to consummate the obligations of Parent or Purchaser hereunderMerger.

Notification of Certain Matters. The Company During the Interim Period, each Party shall give reasonably prompt notice to Parent, and Parent shall give reasonably prompt notice to the Company, of (i) any notice other Parties if such Party 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, and (ii) any Actions 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, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of Affiliates: (a) the occurrence, or failure to occur, after the date of this Agreement, of any fact or event which has caused or would be reasonably likely (i) to cause any representation or warranty contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect or (ii) to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure by the Company fails to comply with or satisfy in any material respect, any covenant, condition or agreement to be complied with or satisfied by the Company it or its Affiliates hereunder in any material respect; (b) receives any notice or other communication in writing from any third Person (including any Governmental Authority) alleging (i) that the conditions set forth Consent of such third Person is or may be required in Annex A hereto)connection with the Contemplated Transactions or (ii) any non-compliance with any applicable Law by such Party or its Affiliates; provided that no such notification shall affect (c) receives any notice or other communication from any Governmental Authority in connection with the representations and warranties Contemplated Transactions; (d) becomes Knowledgeable of any fact or circumstance that, or becomes Knowledgeable of the Company contained occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would reasonably be expected to cause or result in Article III or any of the conditions to the obligations Closing set forth in Article IX not being satisfied or the satisfaction of Parent those conditions being materially delayed; or Purchaser hereunder.(e) becomes aware of the commencement or written threat of any Action against such Party or any of its Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any Representative, in his, her or its capacity as such, of such Party or of its Affiliates with respect to the consummation of the Contemplated Transactions. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached

Notification of Certain Matters. The Company shall give reasonably prompt notice to Parent, and Parent shall give reasonably 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 transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Transactionstransactions contemplated hereby, and if the subject matter of such communication or the failure of such party to obtain such consent could be material to Parent, the Company or CSN Holdings, (ii) any Actions actions, suits, claims, investigations or Proceedings 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, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior which relate to the Acceptance Timetransactions contemplated hereby, the Company shall give reasonably prompt written notice to Parent of (aiii) the occurrence, or failure to occur, after the date of this Agreement, discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event which has caused the occurrence or non-occurrence of which, would be reasonably likely (i) to cause any representation or warranty made by such party contained in this Agreement (A) that is qualified as to materiality or in any section of the Company Disclosure Letter Material Adverse Effect to be untrue or inaccurate and (B) that is not so qualified to be untrue in any material respect or (ii) to cause any covenantrespect, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (biv) any material failure by the Company of such party to comply with or satisfy in any material respect, any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the Company hereunder delivery of any notice pursuant to this Section 5.7 shall not (including x) cure any breach of, or non-compliance with, any other provision of this Agreement or (y) limit the conditions set forth in Annex A hereto); provided that no such notification shall affect the representations and warranties of the Company contained in Article III or the conditions remedies available to the obligations of Parent or Purchaser hereunderparty receiving such notice.

Notification of Certain Matters. The (a) Parent shall give prompt notice to the Company and the Company shall give reasonably prompt notice to Parent, as the case may be, of the occurrence, or failure to occur, of any event, which occurrence or failure to occur is reasonably likely to cause (a)(i) any representation or warranty of such party contained in this Agreement that is qualified as to “materiality,” or “Company Material Adverse Effect” or “Parent 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 be untrue or inaccurate in any material respect, in each case at any time from and after the date of this Agreement until the Effective Time, or (b) any material failure of Parent and Merger Sub 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. In addition, (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 reasonably 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 Article VI to be satisfied, and (iiii) each of Parent and the Company shall give prompt notice to the other after receiving or becoming aware of 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 Merger or any of the Transactions. Notwithstanding the above, and (ii) the delivery of any Actions notice pursuant to this Section 5.3 will not limit or Proceedings commenced orotherwise affect the representations, warranties, covenants or agreements of the parties, the remedies available hereunder to the party receiving such notice or the conditions to such party’s Knowledge, threatened against, relating obligation to or involving or otherwise affecting such party consummate the Merger or any of its Subsidiaries which, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, or failure to occur, after the date of this Agreement, of any fact or event which has caused or would be reasonably likely (i) to cause any representation or warranty contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect or (ii) to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure by the Company to comply with or satisfy in any material respect, any covenant, condition or agreement to be complied with or satisfied by the Company hereunder (including the conditions set forth in Annex A hereto); provided that no such notification shall affect the representations and warranties of the Company contained in Article III or the conditions to the obligations of Parent or Purchaser hereunder.

Notification of Certain Matters. The Company Target shall give reasonably prompt notice to Parent, and Parent shall give reasonably prompt notice to the CompanyTarget, of (ia) any notice or other communication received by such party from any Governmental Authority in connection with the Merger and the other Transactions 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, and if the subject matter of such communication or the failure of such party to obtain such consent could be material to Target, the Surviving Company or Parent, (iib) any Actions material actions, suits, claims, investigations or Proceedings proceedings commenced or, to such party’s Knowledgeknowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior which relate to the Acceptance TimeMerger and the other Transactions, the Company shall give reasonably prompt written notice to Parent of (ac) the occurrence, or failure to occur, after the date of this Agreementnon-occurrence, of any fact event the occurrence or event non-occurrence of which has caused or would be reasonably likely to cause (i) to cause any representation or warranty of such party contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect or respect, (ii) to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under such party contained in this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied in any material respect, or (iii) any condition (to the extent set forth in Article VI) to the obligation of another party to effect the Merger and the satisfaction of which requires performance or nonperformance by such notifying party not to be satisfied, and (bd) any failure by the Company of such party to comply with or satisfy in any material respect, respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the Company hereunder (including delivery of any notice pursuant to this Section 5.7 shall not have any effect for the purpose of determining the satisfaction of conditions set forth in Annex A hereto); provided that no such notification shall Article VI or otherwise limit or affect the representations and warranties of the Company contained in Article III or the conditions remedies available hereunder to the obligations of Parent or Purchaser hereunderany party.

Notification of Certain Matters. The Company shall give reasonably prompt notice to Parent, and Parent shall give reasonably 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, and 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 or Proceedings commenced or, to such party’s knowledge (or, with respect to the Company, the Company’s Knowledge), threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected which relate to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (aiii) the occurrence, or failure to occur, after the date of this Agreement, discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event which has caused the occurrence or non-occurrence of which, would be reasonably likely (i) to cause any representation or warranty made by such party contained in this Agreement (A) that is qualified as to materiality or in any section of the Company Disclosure Letter Parent Material Adverse Effect to be untrue or inaccurate and (B) that is not so qualified to be untrue in any material respect or (ii) to cause any covenantrespect, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (biv) any material failure by the Company of such party to comply with or satisfy in any material respect, any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the Company hereunder delivery of any notice pursuant to this Section 5.7 shall not (including x) cure any breach of, or non-compliance with, any other provision of this Agreement or (y) limit the conditions set forth in Annex A hereto); provided that no such notification shall affect the representations and warranties of the Company contained in Article III or the conditions remedies available to the obligations of Parent or Purchaser hereunderparty receiving such notice.

Notification of Certain Matters. The Company shall give reasonably prompt notice to Parent, and Parent shall give reasonably prompt notice to the Company, of (ia) any notice or other communication received by such party from any Governmental Authority Entity in connection with the Transactions Merger or the other transactions contemplated hereby or from any Person person alleging that the consent of such Person person is or may be required in connection with the TransactionsMerger or the other transactions contemplated hereby, and 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, (iib) any Actions actions, suits, claims, investigations or Proceedings proceedings commenced or, to such party’s Knowledgeknowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior which relate to the Acceptance TimeMerger or the other transactions contemplated hereby, the Company shall give reasonably prompt written notice to Parent of (ac) the occurrence, or failure to occur, after the date of this Agreement, discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event which has caused the occurrence or non-occurrence of which, would reasonably be reasonably likely (i) expected to cause any representation or warranty made by such party contained in this Agreement (A) that is qualified as to materiality or in any section of the Company Disclosure Letter Material Adverse Effect or Parent Material Adverse Effect, as applicable, to be untrue or inaccurate and (B) that is not so qualified to be untrue in any material respect respect, or (ii) would reasonably be expected to cause or result in any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions to the Merger set forth in Annex A hereto) ARTICLE VI not to be complied with being satisfied or satisfied satisfaction of those conditions being materially delayed in violation of any provision of this Agreement and (bd) any material failure by the Company of such party to comply with or satisfy in any material respect, any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the Company hereunder delivery of any notice pursuant to this Section 5.13 shall not (including i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the conditions set forth in Annex A hereto); provided that no such notification shall affect the representations and warranties of the Company contained in Article III or the conditions remedies available to the obligations of Parent or Purchaser hereunderparty receiving such notice.

Notification of Certain Matters. The Company shall give reasonably prompt notice to ParentCompany, on the one hand, and Parent and Merger Sub, on the other, shall give reasonably prompt written notice to the Company, each other upon their obtaining knowledge of (i) any notice the occurrence 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, and (ii) any Actions 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, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, or failure to occur, after the date of this Agreement, nonoccurrence of any fact event the occurrence or event nonoccurrence of which has caused or would be reasonably likely (i) to cause any representation or warranty contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect at or prior to the Effective Time, (ii) to cause any covenant, condition or agreement (other than any covenant or agreement material failure of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure by the Company a party to comply with or satisfy in any material respect, 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 a party or any of its subsidiaries subsequent to the Company hereunder 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 a party and its subsidiaries taken as a whole to which it or any of its subsidiaries is a party or is subject, (including iv) any notice or other communication from any third party alleging that the conditions set forth consent of such third party is or may be required in Annex A hereto); provided that no such notification shall affect connection with the representations and warranties transactions contemplated by this Agreement, (v) the occurrence or non-occurrence of any event the Company contained in Article III occurrence or the conditions non-occurrence of which would be likely to cause any condition to the obligations of Parent any party to the effect of the transactions contemplated hereby not to be satisfied, (vi) any notice or Purchaser hereunderother communication from any Governmental Entity in connection with the Merger or (vii) any Material Adverse Effect on a party; provided, however, that the delivery of any notice pursuant to this Section 5.13 shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company Each party shall give reasonably prompt notice to Parent, and Parent shall give reasonably prompt notice to the Companyother parties, to the extent known by such party, of (ia) the occurrence, or failure to occur, of any event or existence of any condition that has caused or could reasonably be expected to cause any of its representations or warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time after the date of this Agreement, up to and including the Closing Date, (b) the occurrence of any matter or event that would reasonably be expected to have a Material Adverse Effect on the Company, (c) 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 Agreement, (d) 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 Transactionsconsummation of the transactions contemplated by this Agreement, and (iie) any Actions lawsuit, action THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. CONFIDENTIAL TREATMENT REQUEST or Proceedings commenced proceeding pending or, to such partythe applicable Party’s Knowledgeknowledge, threatened against, against the Party or the Parties relating to or involving or otherwise affecting such party or any of its Subsidiaries which, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, or failure to occur, after the date of transactions contemplated by this Agreement, of any fact or event which has caused or would be reasonably likely (i) to cause any representation or warranty contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect or (ii) to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure by the Company to comply with or satisfy in any material respect, any covenant, condition or agreement to be complied with or satisfied by the Company hereunder (including the conditions set forth in Annex A hereto); provided that no such notification shall affect the representations and warranties of the Company contained in Article III or the conditions to the obligations of Parent or Purchaser hereunder.

Notification of Certain Matters. The Company During the Interim Period, each Party shall give reasonably prompt notice to Parent, and Parent shall give reasonably prompt notice to the Company, of other Parties if such Party or its Affiliates (ia) receives any notice or other communication received by such party in writing from any third party (including any Governmental Authority in connection with the Transactions or from any Person Authority) alleging that the consent Consent of such Person third party is or may be required in connection with the Transactionstransactions contemplated by this Agreement, and (iib) receives any Actions notice or Proceedings commenced orother communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (c) discovers any fact or circumstance that, or becomes aware of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would reasonably be expected to cause or result in any of the conditions to the Closing set forth in Article VII not being satisfied or the satisfaction of those conditions being materially delayed or (d) becomes aware of the commencement or threat, in writing, of any Action against such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party Party or any of its Subsidiaries whichAffiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates with respect to the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactionstransactions contemplated by this Agreement; provided that the foregoing should not include any press release or other announcement by any law firm that it is commencing an investigation or similar action in connection with the transactions contemplated hereby. Prior No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Acceptance TimeClosing have been satisfied or in determining whether or not any of the representations, the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, warranties or failure to occur, after the date of this Agreement, of any fact or event which has caused or would be reasonably likely (i) to cause any representation or warranty covenants contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect or (ii) to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure by the Company to comply with or satisfy in any material respect, any covenant, condition or agreement to be complied with or satisfied by the Company hereunder (including the conditions set forth in Annex A hereto); provided that no such notification shall affect the representations and warranties of the Company contained in Article III or the conditions to the obligations of Parent or Purchaser hereunderhave been breached.

Notification of Certain Matters. The From the date of this Agreement to the Effective Time, the Company shall give reasonably prompt notice to ParentParent and Merger Sub, and Parent and Merger Sub shall give reasonably prompt notice to the Company, of (ia) any written notice or other written communication received by from any Person alleging that a material consent of such party Person is required in connection with the Transactions, (b) any written material notice 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, and (iic) any Actions or Proceedings claims commenced or, to such partyParty’s Knowledge, threatened against, relating to to, or involving or otherwise affecting such party Party or any of its Subsidiaries whichthat relate to the Transactions, in the case of either clause (i) or (ii), wouldor, in the case of the Company, any other Actions commenced or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries or any of its or their respective properties or assets after the date of this Agreement that would reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of material adverse effect on the Company and its Subsidiaries, taken as a whole, or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (ad) the occurrence, or failure to occur, after the date of this Agreement, discovery of any fact or event circumstance, or the occurrence or non-occurrence of any event, which has caused causes or would be is reasonably likely (i) to cause any representation or warranty made by such Party contained in this Agreement to be, with respect to the Company, untrue or inaccurate such that the condition set forth in any section of the Company Disclosure Letter Section 7.02 would not be satisfied, and with respect to be Parent and Merger Sub, untrue or inaccurate in any material respect respect; provided, however, that the delivery of any notice pursuant to this Section 6.11 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement, or (ii) limit the remedies available to cause any covenant, condition or agreement (other than any the Party receiving such notice. This Section 6.11 shall not constitute a covenant or agreement for purposes of Parent Section 7.02(b) or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure by the Company to comply with or satisfy in any material respect, any covenant, condition or agreement to be complied with or satisfied by the Company hereunder (including the conditions set forth in Annex A heretoSection 7.03(b); provided that no such notification shall affect the representations and warranties of the Company contained in Article III or the conditions to the obligations of Parent or Purchaser hereunder.

Notification of Certain Matters. The Company shall give reasonably prompt notice to Parent, and Parent shall give reasonably prompt notice to the Company, of (i) any notice or other communication received by such party from any Governmental Authority Entity in connection with the Transactions 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 TransactionsMerger or the other transactions contemplated hereby, and 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 actions, suits, claims, investigations or Proceedings 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 circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, in the case of either clause (i) would or (ii), would, in the case of the Company, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company cause or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, or failure to occur, after the date of this Agreement, of any fact or event which has caused or would be reasonably likely (i) to cause any representation or warranty contained in this Agreement or result in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect or (ii) to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure by the Company to comply with or satisfy in any material respect, any covenant, condition or agreement to be complied with or satisfied by the Company hereunder (including the conditions set forth in Annex A hereto); provided that no such notification shall affect the representations and warranties of the Company contained in Article III or the conditions to the obligations Merger set forth in ARTICLE 6 not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.11 shall not (x) cure any breach of, or non-compliance with, any other provision of this Agreement or (y) limit the remedies available to the party receiving such notice. The Company shall notify Parent, on a current basis, of any events or changes with respect to any criminal or regulatory investigation or action involving the Company or any of its Subsidiaries, and shall reasonably cooperate with Parent or Purchaser hereunderits 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 reasonably prompt notice to ParentFleet, and Parent Fleet shall give reasonably prompt notice to the Company, of (i) any notice the occurrence 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, and (ii) any Actions 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, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, or failure to occur, after the date of this Agreement, nonoccurrence of any fact event the occurrence or event non-occurrence of which has caused or would be reasonably likely (i) to cause any representation or warranty contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure by of the Company or Fleet, as the case may be, to comply with or satisfy in any material respect, respect any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) any notice or other communication from any third party alleging that the consent of such third party is required in connection with the transactions contemplated by this Agreement, (iv) the receipt of written notice from any governmental agency (A) asserting that the Company hereunder (including the conditions set forth in Annex A hereto); provided that no such notification shall affect the representations and warranties or any of the Company contained Contributors is not in Article III material compliance with any statutes, regulations, ordinances or rules in connection with the operation of the Business or (B) threatening to revoke any material license, franchise, permit, membership privilege or governmental authorization necessary for the operation of the Business or (v) any Material Adverse Effect or Fleet Material Adverse Effect, as applicable. (b) The Company and Fleet shall confer on a regular and frequent basis with each other with respect to the Business, the Fleet Business and other matters relevant to the Contribution, and the other transactions contemplated by this Agreement, and Fleet and the Company shall promptly advise the other, orally and in writing, of any change or event, including, without limitation, any complaint, investigation or hearing by any governmental entity (or communication indicating the same may be contemplated) or the conditions to the obligations institution or threat of Parent litigation, having, or Purchaser hereunder.which, insofar as can be reasonably foreseen, would have, a Material Adverse Effect or a Fleet Material Adverse Effect. 27 28 SECTION 6.08

Notification of Certain Matters. The Company Except for the Contemporaneous Ancillary Transactions, each of the Selling Entities shall give reasonably prompt notice confer (to the extent permitted by Law and any applicable confidentiality agreement) with Parent on material operational matters. In addition, each of the Selling Entities, on the one hand, and Parent, on the other hand, shall (a) confer on a regular and Parent shall give reasonably prompt notice to frequent basis with the Companyother, and (b) promptly advise the other, orally and in writing, if it becomes aware 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, and (ii) any Actions 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, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, or failure to occur, after the date of this Agreement, of any fact or event which has caused or would be reasonably likely (i) to cause any representation or warranty made by it contained in this Agreement or in any section of the Company Disclosure Letter to be becoming untrue or inaccurate in any material respect or inaccurate, (ii) to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure by the Company it to comply with or satisfy in any material respect, respect any covenant, condition or agreement required to be complied with or satisfied by the Company hereunder it under this Agreement, or (including the conditions set forth in Annex A hereto)iii) any change, event or circumstance that has had or could reasonably be expected to have a Material Adverse Effect on such Person; provided provided, however, that no such notification shall affect the representations and warranties representations, warranties, covenants or agreements of the Company contained in Article III parties or the conditions to the obligations of Parent the parties under this Agreement or Purchaser hereunderlimit or otherwise affect the remedies available hereunder to the party receiving such notice. Each party agrees that, to the extent practicable, it will consult with the other party with respect to the obtaining of all permits, consents, approvals and authorizations of all third parties and Governmental Entities necessary or advisable to consummate the Merger and the transactions contemplated by this Agreement and each party will keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby.

Notification of Certain Matters. The Company During the Interim Period, each of the Parties shall give reasonably prompt notice to Parent, and Parent shall give reasonably prompt notice to the Company, of (i) any notice other Parties if such Party 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, and (ii) any Actions 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, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of Affiliates): (a) the occurrence, or failure to occur, after the date of this Agreement, of any fact or event which has caused or would be reasonably likely (i) to cause any representation or warranty contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect or (ii) to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure by the Company fails to comply with or satisfy in any material respect, any covenant, condition or agreement to be complied with or satisfied by the Company it or its Affiliates hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in 27 connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates; (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would reasonably be expected to cause or result in any of the conditions to set forth in Annex A hereto)Article VI not being satisfied or the satisfaction of those conditions being materially delayed; provided that no (e) becomes aware of any inaccuracy in any representation or warranty made by such notification shall affect the representations and warranties Party in this Agreement; or (f) becomes aware of the Company contained commencement or threat, in Article III writing, of any Action against such Party or any of its Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached. No notification given to a Party pursuant to this Section 5.6 shall change, limit or otherwise affect any of the representations, warranties, covenants or obligations of Parent such Party providing such notification or Purchaser hereunderany of such Party’s Subsidiaries contained in this Agreement, any accompanying schedules or exhibits, or any certificates contemplated by this Agreement.

Notification of Certain Matters. The (a) From and after the date of this Agreement until the earlier to occur of the Effective Time or termination of this Agreement in accordance with its terms, the Company shall give reasonably prompt notice to Parent, and Parent shall give reasonably prompt notice to the Company, of (i) the occurrence, or non-occurrence, of any notice or other communication received by such party from event which would reasonably be expected to cause any Governmental Authority in connection with condition to the Transactions or from obligation of any Person alleging that Party to effect the consent of such Person is or may transactions contemplated hereby not to be required in connection with the Transactionssatisfied, and (ii) any Actions 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, in the case of either clause (i) or (ii), would, in the case failure of the Company, individually Parent or in the aggregateMerger Sub, reasonably be expected to have a Company Material Adverse Effect or, in as the case of the Company or Parentmay be, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, or failure to occur, after the date of this Agreement, of any fact or event which has caused or would be reasonably likely (i) to cause any representation or warranty contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect or (ii) to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure by the 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 which would reasonably be expected to cause any condition to the Company hereunder obligation of any Party to effect the transactions contemplated hereby not to be satisfied, and (including iii) the conditions set forth occurrence, or non-occurrence, of any event the occurrence or non-occurrence of which would cause any representation or warranty of such Party contained in Annex A hereto)this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, at or prior to the Effective Time; provided that no such notification the delivery of any notice pursuant to this Section 6.8 (Notification of Certain Matters) shall not limit or otherwise affect the representations and warranties of the Company contained in Article III or the conditions remedies available hereunder to the obligations of Parent or Purchaser hereunderParty receiving such notice.

Notification of Certain Matters. The Company shall give reasonably prompt notice to ParentParent and Acquisition, and Parent and Acquisition shall give reasonably 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, and (ii) any Actions 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, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, or failure to occur, after the date of this Agreement, of any fact or event which has caused or that such party believes would be reasonably likely (i) to cause any representation of its representations or warranty warranties contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect or (ii) at any time from the date hereof to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and Effective Time; (b) any material failure by of the Company Company, Parent or Acquisition, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect, any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that failure to give such notice shall not constitute a waiver of any defense that may be validly asserted; (c) any notice or other written communication from any Contract Party terminating or threatening to terminate any contract or agreement with the Company; (d) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; (e) any actions, suits, claims, investigations or proceedings commenced, or to the knowledge of Shareholder or the Company hereunder threatened, against, relating to or involving or otherwise affecting the Company or the Business that, if pending on the date of this Agreement, would have been required to have been disclosed herein or that relate to the consummation of the transactions contemplated by this Agreement; and (including the conditions set forth in Annex A hereto); provided that no such notification shall affect the representations and warranties f) any notice or other communication from any employee or Registered Representative of the Company contained in Article III that he or she intends to resign or retire as a result of the conditions transactions contemplated by this Agreement or otherwise. Notwithstanding anything to the obligations contrary, no notice given by either party shall relieve any breaches of Parent or Purchaser hereundersuch party under this Agreement.

Notification of Certain Matters. The Company Each of Target and Acquiror shall give reasonably prompt notice to Parent, and Parent shall give reasonably prompt immediate notice to the Companyother if any of the following occurs after the date of this Agreement and prior to the termination of this Agreement or the Effective Time: (a) receipt of 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, under any Material Contract; (ib) receipt of any notice or other communication received by such party from any Governmental Authority in connection with the Transactions or writing from any Person alleging that the consent of such Person is or may be required in connection with the Transactions, and transactions contemplated by this Agreement; (iic) receipt of any Actions notice or Proceedings commenced or, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or other communication from any of its Subsidiaries which, Governmental Entity in connection with the case of either clause transactions contemplated by this Agreement; (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (ad) the occurrence, occurrence or failure to occur, after the date of this Agreement, non-occurrence of any fact or event which has caused or would could reasonably be reasonably likely (i) to cause any representation or warranty contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect or (ii) expected to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) hereunder not to be complied with or satisfied satisfied; (e) the commencement or threat of any action involving or affecting Target or any of its properties or assets; (f) the occurrence or non-occurrence of any fact or event that causes or is reasonably likely to cause a breach by Target or Acquiror of any provision of this Agreement applicable to it; (g) the occurrence of any fact or event of which such party becomes aware that results in the inaccuracy in any representation or warranty of such party in this Agreement; and (bh) the occurrence of any failure event that, had it occurred prior to the date of this Agreement without any additional disclosure hereunder, would have constituted a Material Adverse Effect of Target; provided, that the delivery of any notice by the Company any party pursuant to comply with this provision shall not modify any representation or satisfy in warranty of such party, cure any material respect, any covenant, condition breaches thereof or agreement to be complied with limit or satisfied by the Company hereunder (including the conditions set forth in Annex A hereto); provided that no such notification shall otherwise affect the rights or remedies available hereunder to the other parties and the failure of the party receiving such information to take any action with respect to such notice shall not be deemed a waiver of any breach or breaches to the representations and or warranties of the Company contained in Article III or the conditions to the obligations of Parent or Purchaser hereunderparty disclosing such information.

Notification of Certain Matters. The Company shall give reasonably prompt notice to Parent, and Parent shall give reasonably 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 Merger or from any Person alleging that the consent of such Person is or may be required in connection with the TransactionsMerger, and 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 orders, actions, suits, claims, investigations or Proceedings proceedings commenced or, to such party’s 's Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior which relate to the Acceptance TimeMerger, the Company shall give reasonably prompt written notice to Parent of (aiii) the occurrence, or failure to occur, after the date of this Agreement, discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event which has caused the occurrence or non-occurrence of which, would be reasonably likely (i) to cause any representation or warranty made by such party contained in this Agreement (A) that is qualified as to materiality or in any section of the Company Disclosure Letter Material Adverse Effect to be untrue or inaccurate and (B) that is not so qualified to be untrue in any material respect or (ii) to cause any covenantrespect, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (biv) any material failure by the Company of such party to comply with or satisfy in any material respect, any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the Company hereunder delivery of any notice pursuant to this Section 5.7 shall not (including x) cure any breach of, or non-compliance with, any other provision of this Agreement or (y) limit the conditions set forth in Annex A hereto); provided that no such notification shall affect the representations and warranties of the Company contained in Article III or the conditions remedies available to the obligations of Parent or Purchaser hereunderparty receiving such notice.

Notification of Certain Matters. The Company Each party shall give reasonably prompt notice to Parent, and Parent shall give reasonably prompt notice to the Company, others of (i) the occurrence or nonoccurrence of any notice event whose occurrence 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, and (ii) any Actions 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, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, nonoccurrence would reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, or failure to occur, after the date of this Agreement, of any fact or event which has caused or would be reasonably likely (i) to cause any representation or warranty contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect (or if any representation or warranty qualified by materiality or a Material Adverse Effect, then notification is required as to the occurrence or nonoccurrence of any event whose occurrence, or nonoccurrence would reasonably be likely to cause such representation or warranty contained in this Agreement to be untrue or inaccurate in all respects), (ii) any notice or other communication alleging that the consent of any Third Party is or may be required in connection with the transactions contemplated by this Agreement, provided that such consent would have been required to cause have been disclosed in this Agreement, (iii) receipt of any covenantmaterial notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, condition or agreement (other than iv) the commencement or, to the respective party's knowledge, the threat of any covenant litigation involving or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure by affecting the Company or any of its Subsidiaries, or any of their respective properties or assets, or, to comply with or satisfy in any material respectthe respective party's knowledge, any covenantemployee, condition agent, director or agreement to be complied with officer, in his or satisfied by the Company hereunder (including the conditions set forth in Annex A hereto); provided that no such notification shall affect the representations and warranties her capacity as such, of the Company contained or any of its Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed in Article III or the conditions this Agreement. The delivery of notice pursuant to the obligations of Parent or Purchaser hereunder.this

Notification of Certain Matters. The Each of Parent and the Company shall give reasonably prompt notice to Parent, and Parent shall give reasonably prompt notice to the Companyother (and, of (iif in writing, furnish copies of) 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, and (ii) any Actions or Proceedings commenced or, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or if any of its Subsidiaries which, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, or failure to occur, following occurs after the date of this Agreement, of any fact or event which has caused or would be reasonably likely : (i) to cause any representation or warranty contained in this Agreement or in any section there has been a material failure on the part of the Company Disclosure Letter to be untrue or inaccurate in any material respect or (ii) to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including Party providing the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure by the Company notice to comply with or satisfy in any material respect, any covenant, condition or agreement to be complied with or satisfied by it hereunder; (ii) receipt of any notice or other communication in writing from any third party alleging that the Company hereunder Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, (including the conditions set forth in Annex A heretoMerger); provided that no such notification shall affect (iii) receipt of any notice or other communication from any Governmental Authority in connection with the representations and warranties transactions contemplated by this Agreement (including the Merger); (iv) the discovery of any fact or circumstance that, or the Company contained occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would reasonably be expected to cause or result in Article III or any of the conditions to the obligations Merger set forth in Article VI not being satisfied or the satisfaction of Parent those conditions being materially delayed; or Purchaser hereunder.(v) the commencement or threat, in writing, of any Action against any Party or any of its affiliates, or any of their respective properties or assets, or, to the knowledge of the Company or Parent, as applicable, any officer, director, partner, member or manager, in his or her capacity as such, of the Company or Parent, as applicable, or any of their affiliates with respect to the consummation of the Merger. No such notice to any Party shall constitute an acknowledgement or admission by the Party providing notice regarding whether or not any of the conditions to Closing or to the consummation of the Merger have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached. Table of Contents

Notification of Certain Matters. The Company Sellers shall give reasonably prompt notice to Parent, and Parent shall give reasonably prompt notice to the CompanyPurchaser, and the Purchaser shall give prompt notice to Sellers, 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 which is or may be required in connection with the Transactions, transactions contemplated by this Agreement is not likely to be obtained prior to Closing and (iib) any Actions written objection or Proceedings commenced orproceeding that challenges the transactions contemplated hereby or the entry of the approval of the Bankruptcy Court. To the extent permitted by applicable Law, Sellers shall give prompt notice to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or any the Purchaser of its Subsidiaries which, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, or failure to occur, after the date of this Agreement, of any fact or event which event, to Sellers’ Knowledge, that has caused or would be reasonably likely (i) to cause any representation or warranty of Sellers contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect or respect, (ii) the failure of Sellers to cause any covenant, condition materially comply with or agreement (other than satisfy any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with by it hereunder, (iii) any notice of any alleged violation of Law applicable to any Seller, Real Property, Purchase Assets, or satisfied the Business, (iv) the commencement of any investigation, inquiry or review by any Governmental Body with respect to the Business or that any such investigation, inquiry or review, to the Knowledge of any Seller, is contemplated, (v) the infringement or unauthorized use by any Person of any material Intellectual Property (of which any Seller has Knowledge), (vi) the execution of any Material Contract (and Sellers shall deliver or make available a copy thereof to the Purchaser) and (bvii) any failure by facts or circumstances, individually or in the Company to comply with or satisfy in any material respectaggregate, any covenantwhich, condition or agreement to be complied with or satisfied by the Company hereunder (including the conditions set forth in Annex A hereto); provided that no such notification shall affect the representations and warranties of the Company contained in Article III or the conditions to the obligations Knowledge of Parent Sellers, have resulted in, or Purchaser hereunderwould reasonably be expected to result in, a Material Adverse Change.

Notification of Certain Matters. The Company shall give reasonably prompt notice to Parent, and Parent shall give reasonably prompt notice to the Company, promptly notify each other of (ia) any notice or other communication received by such party from any Governmental Authority Entity in connection with the Transactions 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 TransactionsMerger or the other transactions contemplated hereby, and (iib) any Actions other notice or Proceedings communication from any Governmental Entity in connection with the transactions contemplated hereby, (c) any Action commenced or, to such party’s Knowledgeknowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries whichwhich relates to the Merger or the other transactions contemplated hereby or (d) any change, in the case of either clause condition or event (i) that renders or (ii), would, in the case of the Company, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, or failure to occur, after the date of this Agreement, of any fact or event which has caused or would be reasonably likely (i) to cause render any representation or warranty contained of such party set forth in this Agreement or in (disregarding any section of the Company Disclosure Letter materiality qualification contained therein) to be untrue or inaccurate in any material respect or (ii) that results or would reasonably be expected to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth result in Annex A hereto) not to be complied with or satisfied and (b) any failure by the Company of such party to comply with or satisfy in any material respect, respect any covenant, condition or agreement (including any of the Offer Conditions or any condition set forth in Article VII) to be complied with or satisfied by the Company hereunder (including the conditions set forth in Annex A hereto)hereunder; provided provided, however, that no such notification shall affect the representations and warranties any of the Company contained in Article III representations, warranties, covenants, rights or remedies, or the conditions to the obligations of Parent or Purchaser of, the parties hereunder.

Notification of Certain Matters. The Prior to the Acceptance Time, the Company shall give reasonably provide prompt notice to ParentParent and Merger Sub, and Parent and Merger Sub shall give reasonably provide prompt notice to the Company, of (a) the occurrence, or failure to occur, of any event, which occurrence or failure to occur is reasonably likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect, in each case at any time from and after the date of this Agreement until the Acceptance Time, (b) (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, and transactions contemplated by this Agreement; (ii) any Actions notice or Proceedings other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (iii) any actions, suits, claims, investigations or proceedings commenced or, to such party’s its Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parentany Company Subsidiaries or Parent and any Company Subsidiaries, prevent or materially delay consummation of as the Transactions. Prior to the Acceptance Timecase may be, the Company shall give reasonably prompt written notice to Parent of (a) the occurrencethat, or failure to occur, after if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any Section of any fact or event which has caused or would be reasonably likely (i) to cause any representation or warranty contained in this Agreement or in any section that relate to the consummation of the Company Disclosure Letter to be untrue transactions contemplated by this Agreement; or inaccurate in (c) any material respect or (ii) to cause any covenant, condition or agreement (other than any covenant or agreement failure of Parent and Merger Sub or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure by Company, as the Company case may be, 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 Company hereunder delivery of any notice pursuant to this Section 6.6 shall not (including i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the conditions set forth in Annex A hereto); provided that no such notification shall affect the representations and warranties of the Company contained in Article III or the conditions remedies available to the obligations of Parent or Purchaser hereunderparty receiving such notice.

Notification of Certain Matters. The Company shall give reasonably prompt notice to Parent, From and Parent shall give reasonably 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, and (ii) any Actions 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, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, or failure to occur, after the date of this AgreementAgreement and until the Closing Date, of each Party shall give prompt notice to the other of: (a) any fact matter or event which has caused or would be reasonably likely comes to the Knowledge of such Party and which (i) to cause makes or will make any representation or and warranty contained made by such Party in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect or (ii) has or could reasonably be expected to cause any covenant, condition or agreement (have a material adverse effect on the ability of such Party to perform its other than any covenant or agreement of Parent or Purchaser) obligations under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and any transaction contemplated hereby, (b) any failure by the Company to comply with or satisfy in other communication relating to, any material respectclaim by any Person against Purchaser or Seller, as the case may be, relating to this Agreement or any covenanttransaction contemplated hereby, condition (c) any assertion by any Person, other than a Governmental Entity, that the transactions contemplated by this Agreement or agreement to be complied any transaction contemplated hereby require the consent or approval of such Person, (d) any material correspondence with any Governmental Entity or satisfied by the Company hereunder any Person from whom any Seller Approval or Purchaser Approval is required (including notice that such Seller Approval or Purchaser Approval, as the conditions set forth in Annex A hereto); provided that no such notification shall affect case may be, has been made or obtained) concerning the representations and warranties transactions contemplated by this Agreement or any transaction contemplated hereby, or (e) any material correspondence with any shareholder, business partner, customer of the Company contained in Article III or the conditions lender to the obligations Electricity Companies or any of Parent or Purchaser hereundertheir Subsidiaries.

Notification of Certain Matters. The Company shall give reasonably prompt written notice to ParentParent and Merger Sub, and Parent and Merger Sub shall give reasonably 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, and 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, (iib) any Actions 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 circumstance that, or the occurrence or non-occurrence of any event the occurrence or non- occurrence of which, would cause any representation or warranty made by such party contained in the case of either clause this Agreement (i) that is qualified as to materiality or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect oror a Parent Material Adverse Effect, in as the case of the Company or Parentmay be, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, or failure to occur, after the date of this Agreement, of any fact or event which has caused or would be reasonably likely (i) to cause any representation or warranty contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate and (ii) that is not so qualified to be untrue in any material respect or (ii) to cause any covenantrespects, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (bd) any material failure by the Company of such party to comply with or satisfy in any material respect, any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the Company hereunder delivery of any notice pursuant to this Section 5.7 shall not (including A) cure any breach of, or non-compliance with, any other provision of this Agreement or (B) limit the conditions set forth in Annex A hereto); provided that no such notification shall affect the representations and warranties of the Company contained in Article III or the conditions remedies available to the obligations of Parent or Purchaser hereunderparty receiving such notice.

Notification of Certain Matters. The Company shall Between the date hereof and the Closing Date, each party will give reasonably prompt notice to Parent, and Parent shall give reasonably prompt notice in writing to the Companyother parties, 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, and (ii) any Actions 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, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of of: (a) the occurrence, or failure to occur, after the date of this Agreement, of any fact event, which occurrence or event which has caused or failure would be reasonably likely (i) to cause any representation of its representations or warranty warranties contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect or from the date hereof to the Closing Date, (iib) the failure by it (i) to cause comply with or satisfy in any respect any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not required to be complied with or satisfied and by it under this Agreement that is qualified as to materiality or (bii) any failure by the Company to comply with or satisfy in any material respectrespect any covenant, condition or agreement required to be complied with or satisfied by it under this Agreement that is not so qualified as to materiality, (c) any change, event or circumstance that has had, has or could reasonably be expected to have a Material Adverse Effect on such party or adversely affects its ability to consummate the transactions contemplated by this Agreement in a timely manner, (d) any written notice or other written communication from any person alleging that the consent of such person is or may be required in connection with the transactions contemplated by this Agreement, (e) any written notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (f) any actions, suits, claims, investigations, audits or proceedings commenced or to its Knowledge threatened against the notifying party or relating to or involving or otherwise affecting the notifying party, which relate to the consummation of the transactions contemplated by this Agreement, and (g) any material failure of the notifying party 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 the Company hereunder (including the conditions set forth in Annex A hereto); provided that no such notification shall affect the representations and warranties of the Company contained in Article III or the conditions to the obligations of Parent or Purchaser it hereunder.

Notification of Certain Matters. The Company shall give reasonably prompt notice to Parent, and Parent shall give reasonably prompt notice to the Company, promptly notify each other of (ia) any notice or other communication received by such party from any Governmental Authority Entity in connection with the Transactions 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 TransactionsMerger or the other transactions contemplated hereby, and (iib) any Actions other notice or Proceedings communication from any Governmental Entity in connection with the transactions contemplated hereby, (c) any Action commenced or, to such party’s Knowledge's knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries whichwhich relate to the Merger or the other transactions contemplated hereby or (d) any change, in the case of either clause condition or event (i) that renders or (ii), would, in the case of the Company, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, or failure to occur, after the date of this Agreement, of any fact or event which has caused or would be reasonably likely (i) to cause render any representation or warranty contained of such party set forth in this Agreement or in (disregarding any section of the Company Disclosure Letter materiality qualification contained therein) to be untrue or inaccurate in any material respect or (ii) that results or would reasonably be expected to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth result in Annex A hereto) not to be complied with or satisfied and (b) any failure by the Company of such party to comply with or satisfy in any material respect, respect any covenant, condition or agreement (including any condition set forth in Article VI) to be complied with or satisfied by the Company hereunder (including the conditions set forth in Annex A hereto)hereunder; provided provided, however, that no such notification shall affect the representations and warranties any of the Company contained in Article III representations, warranties, covenants, rights or remedies, or the conditions to the obligations of Parent or Purchaser of, the parties hereunder.

Notification of Certain Matters. The Company (a) Within a reasonable time (and in any event, no more than five Business Days) after any of the following events coming within the Knowledge of the Company, the Seller shall give reasonably prompt notice to Parent, and Parent shall give reasonably prompt written notice to the Company, Buyer of (i) the occurrence or non-occurrence of any event, change, circumstance, occurrence, effect or state of facts which would render any representation or warranty of the Company or the Seller contained in this Agreement or any Ancillary Agreement, if made on or immediately following the date of such event, change, circumstance, occurrence, effect or state of facts, untrue or inaccurate in any material respect, (ii) the occurrence of any event, change, circumstance, occurrence, effect or state of facts that, individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect, (iii) any failure of the Company or the Seller or any of their Affiliates to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder in any material respect, (iv) the occurrence or non-occurrence of any event, change, circumstance, occurrence, effect or state of facts that would otherwise result in the nonfulfillment in any material respect of any of the conditions to the Buyer’s obligations hereunder, (v) any written 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, and consummation of the transactions contemplated by this Agreement or the Ancillary Agreements or (iivi) any Actions or Proceedings commenced Action pending or, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which, in the case of either clause (i) or (ii), would, in the case Knowledge of the Company, individually or threatened in the aggregate, reasonably be expected to have writing against a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior party relating to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, or failure to occur, after the date of this Agreement, of any fact or event which has caused or would be reasonably likely (i) to cause any representation or warranty contained in transactions contemplated by this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect or (ii) to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure by the Company to comply with or satisfy in any material respect, any covenant, condition or agreement to be complied with or satisfied by the Company hereunder (including the conditions set forth in Annex A hereto); provided that no such notification shall affect the representations and warranties of the Company contained in Article III or the conditions to the obligations of Parent or Purchaser hereunderAncillary Agreements.

Notification of Certain Matters. The Company From the date hereof until the Closing, each of Seller and Purchaser, as the case may be, shall give reasonably prompt promptly, notify the other in writing of: (a) any notice to Parentof, and Parent shall give reasonably prompt or other communication relating to, a default, or event which with notice to the Companyor lapse of time or both would become a default, under any Material Contract; (b) receipt of (i) any notice or other communication received by such party from any Governmental Authority in connection with the Transactions or writing from any Person alleging that the consent approval of such Person is or may be required in connection with the Transactions, and transactions contemplated by this Agreement; (iic) receipt of any Actions notice or Proceedings commenced or, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or other communication from any of its Subsidiaries which, Governmental Authority in connection with the case of either clause transactions contemplated by this Agreement; (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (ad) the occurrence, occurrence or failure to occur, after the date of this Agreement, non-occurrence of any fact or event which has caused or would could reasonably be reasonably likely (i) to cause any representation or warranty contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect or (ii) expected to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) hereunder not to be complied with or satisfied and (b) any failure by the Company to comply with or satisfy in any material respectrespect prior to Closing; (e) the commencement or threat of any Action involving or affecting the Business; (f) the occurrence or non-occurrence of any fact or event that results in the inaccuracy in any representation or warranty of such party in this Agreement, any covenantwhich would cause a failure of the conditions to close in Section 7.1(a) or 7.2(a), condition or agreement as applicable, to be complied with satisfied; and (h) the occurrence of any event that, had it occurred prior to the date of this Agreement without any additional disclosure hereunder, would have constituted a Material Adverse Effect or satisfied a material and adverse effect on a Party’s ability to consummate the transactions contemplated by this Agreement, as the Company hereunder (including the conditions set forth in Annex A hereto)case may be; provided that no the delivery of any notice by any Party pursuant to this provision shall not modify any representation or warranty of such notification shall Party, cure any breaches thereof or limit or otherwise affect the rights or remedies available hereunder to the other Parties and the failure of the Party receiving such information to take any action with respect to such notice shall not be deemed a waiver of any breach or breaches to the representations and or warranties of the Company contained in Article III or the conditions to the obligations of Parent or Purchaser hereunderParty disclosing such information.

Notification of Certain Matters. The Company shall shall, upon obtaining knowledge of any of the following, give reasonably prompt notice to Parent, and Parent shall shall, upon obtaining knowledge of any of the following, give reasonably prompt notice to the Company, of (i) the occurrence or non-occurrence of any notice event the occurrence or other communication received by such party from any Governmental Authority in connection with the Transactions or from any Person alleging that the consent non-occurrence of such Person is or may be required in connection with the Transactions, and (ii) any Actions 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, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, which would reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, or failure to occur, after the date of this Agreement, of any fact or event which has caused or would be reasonably likely (i) to cause any representation or warranty of such Party contained in this Agreement Agreement, which is qualified as to materiality, to be untrue or in inaccurate, or any section representation or warranty of the Company Disclosure Letter such Party not so qualified, to be untrue or inaccurate in any material respect respect, at or prior to the Closing Date, (ii) to cause any covenantfailure in any material respect of any of the Company, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including Amalgamation Sub, as the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure by the Company case may be, to comply with or satisfy in any material respect, any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the Company hereunder (including occurrence or non-occurrence of any event the conditions set forth in Annex A hereto); provided that no such notification shall affect the representations and warranties occurrence or non-occurrence of the Company contained in Article III or the conditions which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against the Company, Parent or Purchaser hereunderAmalgamation Sub, as the case may be, or any of their respective Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement and the Amalgamation Agreement or (vi) 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 and the Amalgamation Agreement; provided that the delivery of any notice pursuant to this Section 6.07 shall not cure such breach or non-compliance or limit or otherwise affect the rights or remedies available hereunder to the Party receiving such notice.

Notification of Certain Matters. The Company Sellers shall give reasonably prompt notice to Parent, and Parent shall give reasonably 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, and (ii) any Actions 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, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent the Buyer of (a) the occurrence or non-occurrence of any event, change, circumstance, occurrence, effect or failure state of facts the occurrence or non-occurrence of which may reasonably be expected to occur, after the date of this Agreement, of any fact or event which has caused or would be reasonably likely (i) to cause render any representation or warranty of the Sellers or the Target Entities contained in this Agreement or in any section agreement contemplated hereby, if made on or immediately following the date of the Company Disclosure Letter to be such event, untrue or inaccurate in any material respect or (ii) to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including such that the conditions set forth in Annex A hereto) Article 8 would not to be complied with or satisfied and satisfied, (b) the occurrence or non-occurrence of any event, change, circumstance, occurrence, effect or state of facts that has had or is reasonably likely to have a Material Adverse Effect, (c) any failure by of the Sellers, the Target Entities or any Company Subsidiary or any of their respective Affiliates to comply with or satisfy in any material respect, any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder or under any agreement contemplated hereby or any event or condition that would otherwise result in the Company hereunder (including the conditions set forth in Annex A hereto); provided that no such notification shall affect the representations and warranties nonfulfillment of the Company contained in Article III or any of the conditions to the Buyer’s obligations of Parent hereunder, and (d) any Action pending or Purchaser hereunderthreatened relating to the transaction contemplated by this Agreement and the agreements contemplated hereby.

Notification of Certain Matters. The Company Seller shall give reasonably prompt notice to ParentPurchaser, and Parent Purchaser shall give reasonably prompt notice to the CompanySeller, 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 (or another Person) is or may be required in connection with the Transactions, and transactions contemplated by this Agreement and/or that such consent will or may be withheld or unobtainable on a timely basis or without unreasonable effort or expense (other than a communication from a shareholder of Seller with respect to the voting of shares held by such shareholder); (ii) any Actions notice or Proceedings other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; (iii) any actions, suits, claims, investigations or proceedings commenced or, to such party’s Knowledge, or threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which, in or which relate to the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent transactions contemplated by this Agreement; and (iv) of (a) the occurrence, any fact or failure to occur, after occurrence between the date of this Agreement, Agreement and the Closing of which it becomes aware which makes any fact or event which has caused or would be reasonably likely (i) to cause any representation or warranty of its representations and warranties contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect (without regard to any materiality qualification contained in such representation or (iiwarranty) to cause or causes any covenant, condition or agreement (other than any covenant or agreement breach of Parent or Purchaser) its obligations under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure by the Company to comply with or satisfy in any material respect, respect (without regard to any covenant, condition or agreement to be complied with or satisfied by the Company hereunder (including the conditions set forth materiality qualification contained in Annex A heretosuch obligation); provided PROVIDED, HOWEVER, that no the delivery of any notice pursuant to this Section 5.8 shall not cure such notification shall breach or non-compliance or limit or otherwise affect the representations and warranties of the Company contained in Article III or the conditions remedies available hereunder to the obligations of Parent or Purchaser hereunderparty receiving such notice.

Notification of Certain Matters. The Company Target shall give reasonably prompt notice to ParentAcquiror of: (i) any event or notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default, received by Target or Target Bank subsequent to the date of this Agreement and Parent prior to the Effective Time, under any contract material to the financial condition, properties, businesses or results of operations of Target and Target Bank taken as a whole to which Target or Target Bank is a party or is subject; and (ii) any event, condition, change or occurrence which individually or in the aggregate has, or which, so far as reasonably can be foreseen at the time of its occurrence, is reasonably likely to result in a Material Adverse Effect with respect to Target or which would have been required to be disclosed by Target on a schedule to this Agreement had such event, condition, change or occurrence been known at the time such party delivered its disclosure schedules; provided, however, that no notice provided pursuant to this Section 4.10 shall affect or be deemed to modify any representation or warranty made herein. Each of Target and Acquiror shall give reasonably prompt notice to the Company, other party of any (i) any notice or other communication received by such party from any Governmental Authority in connection with the Transactions or from any Person third party alleging that the consent of such Person third party is or may be required in connection with any of the Transactions, transactions contemplated by this Agreement and (ii) any Actions the occurrence 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, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, or failure to occur, after the date of this Agreement, non-occurrence of any fact or event which has caused or would be reasonably likely (i) to cause any representation or warranty contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time or (ii) to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure by the Company to comply with or satisfy in any all material respect, any covenant, condition or agreement to be complied with or satisfied by the Company hereunder (including the conditions set forth in Annex A hereto); provided that no such notification shall affect the representations and warranties of the Company contained in Article III or the conditions to the obligations of Parent or Purchaser hereunderrespects.

Notification of Certain Matters. The Company shall give reasonably prompt notice to Parent, and Parent shall give reasonably 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 Offer, the Merger, this Agreement or the transactions contemplated hereby, or from any Person person alleging that the consent of such Person person is or may be required in connection with the TransactionsOffer, and the Merger, this Agreement or the 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, (iib) any Actions or Proceedings commenced or, to such party’s Knowledgeknowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries whichsubsidiaries which relate to the Offer, in the case Merger, this Agreement or the transactions contemplated hereby and (c) the occurrence or non-occurrence of either clause (i) or (ii), would, in the case of the Companyany event that, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, or failure to occur, after the date of this Agreement, of any fact or event which has caused or would be reasonably likely (i) to cause any representation Offer Condition or warranty contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect or (ii) to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure by the Company to comply with or satisfy in any material respect, any covenant, condition or agreement to be complied with or satisfied by the Company hereunder (including the conditions set forth in Annex A hereto); provided that no such notification shall affect the representations and warranties of the Company contained in Article III or the conditions to the obligations of any party to effect the Merger or any of the other transactions contemplated hereby not to be satisfied; provided, that, for the avoidance of doubt, the delivery of any such notice shall not limit or otherwise affect the remedies available hereunder. The Company shall give Parent or Purchaser hereunderthe opportunity to participate in the defense and settlement of any Proceeding against the Company and/or its directors relating to this Agreement and the transactions contemplated hereby.

Notification of Certain Matters. The Company Each of Target and Acquiror shall give reasonably prompt notice to Parent, and Parent shall give reasonably prompt immediate notice to the Companyother if any of the following occurs after the date of this Agreement and prior to the termination of this Agreement or the Effective Time: (a) receipt of 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, under any Material Contract; (ib) receipt of any notice or other communication received by such party from any Governmental Authority in connection with the Transactions or writing from any Person alleging that the consent of such Person is or may be required in connection with the Transactions, and transactions contemplated by this Agreement; (iic) receipt of any Actions notice or Proceedings commenced or, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or other communication from any of its Subsidiaries which, Governmental Authority in connection with the case of either clause transactions contemplated by this Agreement; (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (ad) the occurrence, occurrence or failure to occur, after the date of this Agreement, non-occurrence of any fact or event which has caused or would could reasonably be reasonably likely (i) to cause any representation or warranty contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect or (ii) expected to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) hereunder not to be complied with or satisfied satisfied; (e) the commencement or threat of any material action involving or affecting Target or any of its properties or assets; (f) the occurrence or non-occurrence of any fact or event that causes or is reasonably likely to cause a breach by Target or Acquiror of any provision of this Agreement applicable to it; (g) the occurrence of any fact or event of which such party becomes aware that results in the inaccuracy in any representation or warranty of such party in this Agreement; and (bh) the occurrence of any failure event that, had it occurred prior to the date of this Agreement without any additional disclosure hereunder, would have constituted a Material Adverse Effect of Target or Acquiror; provided, that the delivery of any notice by the Company any party pursuant to comply with this provision shall not modify any representation or satisfy in warranty of such party, cure any material respect, any covenant, condition breaches thereof or agreement to be complied with limit or satisfied by the Company hereunder (including the conditions set forth in Annex A hereto); provided that no such notification shall otherwise affect the rights or remedies available hereunder to the other parties and the failure of the party receiving such information to take any action with respect to such notice shall not be deemed a waiver of any breach or breaches to the representations and or warranties of the Company contained in Article III or the conditions to the obligations of Parent or Purchaser hereunderparty disclosing such information.

Notification of Certain Matters. The Company Each party shall give reasonably prompt notice to Parent, and Parent shall give reasonably 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, and (ii) any Actions 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, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, or failure to occur, after the date of this Agreement, of any fact event or event which the existence of any condition, fact, state of circumstances, development, action or omission that individually or in the aggregate (i) has had or could reasonably be expected to have a Material Adverse Effect, or (ii) has caused or would could reasonably be reasonably likely (i) expected to cause any representation of its representations or warranty warranties contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect or (ii) at any time after the date of this Agreement, up to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (and including the conditions set forth in Annex A hereto) not Closing Date (except to be complied with the extent such representations and warranties are given as of a particular date or satisfied period and relate solely to such particular date or period), (b) any information that indicates that any representation or warranty of such party contained herein was not true and correct as of the date hereof, (c) any failure by the Company on its part 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, (d) the Company hereunder occurrence of any event which will result, or is reasonably likely to result, in the failure of such party to satisfy a condition specified in Section 7 hereof, (including e) the conditions set forth in Annex A hereto); provided that no such notification shall affect commencement or threatened commencement of any suit, action, claim, or proceeding by any Governmental Authority or any Person (other than Buyer) relating to the representations and warranties of the Company contained in Article III Business or relating to this Agreement or the conditions to the obligations transactions contemplated hereby or (f) any notice of, or other communication relating to, any default or event which, with notice or lapse of Parent time or Purchaser hereunderboth, would become a default under any contract, agreement or commitment.

Notification of Certain Matters. The Company During the Interim Period, each Party shall give reasonably prompt notice to Parent, and Parent shall give reasonably prompt notice to the Company, of (i) any notice other Parties if such Party 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, and (ii) any Actions 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, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of Affiliates: (a) the occurrence, or failure to occur, after the date of this Agreement, of any fact or event which has caused or would be reasonably likely (i) to cause any representation or warranty contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect or (ii) to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure by the Company fails to comply with or satisfy in any material respect, any covenant, condition or agreement to be complied with or satisfied by the Company it or its Affiliates hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the conditions set forth Consent of such third party is or may be required in Annex A hereto)connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates that would reasonably be likely to result in a material Liability to such Party or its Affiliates; provided that no such notification shall affect (c) receives any notice or other communication from any Governmental Authority in connection with the representations and warranties transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware of the Company contained occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would reasonably be expected to cause or result in Article III or any of the conditions to the obligations Closing set forth in Article VII not being satisfied or the satisfaction of Parent those conditions being materially delayed; or Purchaser hereunder.(e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached. 50

Notification of Certain Matters. The Prior to the Effective Time (a) the Company shall give reasonably provide prompt notice to Parent, Parent and Parent shall give reasonably prompt notice to the Company, of Merger Sub: (i) of 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, and (ii) of receipt of any Actions notice or Proceedings other communication from any Governmental Authority in connection with the Transactions and (iii) of any Litigation commenced or, to such party’s Knowledgethe Knowledge of the Company, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parentthat, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, or failure to occur, after if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any Section of any fact or event which has caused or would be reasonably likely (i) to cause any representation or warranty contained in this Agreement or in that relates to the consummation of any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect or (ii) to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied Transactions; and (b) Parent shall provide prompt notice to the Company: (i) 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 and obtaining such consent would (in the good faith determination of Parent) reasonably be expected to prevent or materially delay the consummation of the Transactions, (ii) of receipt of any notice or other communication from any Governmental Authority in connection with the Transactions and (iii) of any Litigation commenced or, to the Knowledge of Parent, threatened against, relating to or involving or otherwise affecting Parent or Merger Sub 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 relates to the consummation of any of the Transactions; provided, further, that a party’s good faith failure by the Company to comply with or satisfy in this Section 6.16 shall not provide any material respectother party the right not to effect the Transactions, any covenant, condition or agreement to be complied with or satisfied by the Company hereunder (including the conditions set forth in Annex A hereto); provided that no such notification shall affect the representations and warranties of the Company contained in Article III or the conditions except to the obligations extent that any other provision of Parent or Purchaser hereunderthis Agreement independently provides such right.

Notification of Certain Matters. The Company Each of Target and Acquiror shall give reasonably prompt notice to Parent, and Parent shall give reasonably prompt notice to the Companyother if any of the following occurs after the Agreement Date and prior to the Effective Time: (a) receipt of 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, under any Material Contract; (ib) receipt of any notice or other communication received by such party from any Governmental Authority in connection with the Transactions or writing from any Person alleging that the consent of such Person is or may be required in connection with the Transactions, and transactions contemplated by this Agreement; (iic) receipt of any Actions notice or Proceedings commenced or, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or other communication from any of its Subsidiaries which, Governmental Authority in connection with the case of either clause transactions contemplated by this Agreement; (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (ad) the occurrence, occurrence or failure to occur, after the date of this Agreement, non-occurrence of any fact or event which has caused or would could reasonably be reasonably likely (i) to cause any representation or warranty contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect or (ii) expected to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) hereunder not to be complied with or satisfied in all material respects; (e) the commencement or threat of any action involving or affecting Target or Acquiror or any of their respective properties or assets; (f) the occurrence or non-occurrence of any fact or event that causes or is reasonably likely to cause a breach by Target or Acquiror of any provision of this Agreement applicable to it; (g) the occurrence of any fact or event of which such party becomes aware that results in the material inaccuracy in any representation or warranty of such party in this Agreement; and (bh) the occurrence of any failure event that, had it occurred prior to the Agreement Date without any additional disclosure hereunder, would have constituted a Material Adverse Effect of Target or Acquiror; provided, that the delivery of any notice by the Company any party pursuant to comply with this provision shall not modify any representation or satisfy in warranty of such party, cure any material respect, any covenant, condition breaches thereof or agreement to be complied with limit or satisfied by the Company hereunder (including the conditions set forth in Annex A hereto); provided that no such notification shall otherwise affect the rights or remedies available hereunder to the other parties and the failure of the party receiving such information to take any action with respect to such notice shall not be deemed a waiver of any breach or breaches to the representations and or warranties of the Company contained in Article III or the conditions to the obligations of Parent or Purchaser hereunderparty disclosing such information.

Notification of Certain Matters. The Company Each party shall give reasonably prompt notice to Parent, and Parent shall give reasonably prompt notice to the Companyother parties prompt written notice if any of the following occurs after the date of this Agreement and prior to the Closing, of in each case to the extent legally and contractually permissible: (i) receipt of any written notice of, or other written communication relating to, a default, or event which with notice or lapse of time or both would become a default, under any Material Contract; (ii) receipt of any notice or other communication received by such party from any Governmental Authority in connection with the Transactions or writing from any Person alleging that the consent of such Person is or may be required in connection with the Transactions, and transactions contemplated by this Agreement; (iiiii) receipt of any Actions notice or Proceedings commenced or, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or other communication from any of its Subsidiaries which, Governmental Entity in connection with the case of either clause transactions contemplated by this Agreement; (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (aiv) the occurrence, occurrence or failure to occur, after the date of this Agreement, non-occurrence of any fact or event which has caused or would reasonably be reasonably likely (i) to cause any representation or warranty contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect or (ii) expected to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) hereunder not to be complied with or satisfied in all material respects; (v) the commencement or known threat of any action involving or affecting any party that is not in the ordinary course of business and is material and would reasonably be expected to impede such party’s ability to perform its obligations under this Agreement; (vi) the occurrence of any fact or event of which such party becomes aware that results in the material inaccuracy in any representation or warranty in this Agreement; and (bvii) the occurrence of any failure event that, had it occurred prior to the date of this Agreement without any additional disclosure hereunder, would reasonably be expected to constitute a Material Adverse Effect; provided, that the delivery of any notice by the Company any party pursuant to comply with this provision shall not modify any representation or satisfy in warranty of such party, cure any material respect, any covenant, condition breaches thereof or agreement to be complied with limit or satisfied by the Company hereunder (including the conditions set forth in Annex A hereto); provided that no such notification shall otherwise affect the rights or remedies available hereunder to the other parties and the failure of the party receiving such information to take any action with respect to such notice shall not be deemed a waiver of any breach or breaches to the representations and or warranties of the Company contained in Article III or the conditions to the obligations party disclosing such information for purposes of Parent or Purchaser hereunderdetermining satisfaction of any condition herein.

Notification of Certain Matters. The Company Each of the parties to this Agreement, upon obtaining knowledge of any of the following, shall give reasonably prompt notice to Parent, and Parent shall give reasonably prompt notice to the Company, others of (i) any notice the occurrence 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, and (ii) any Actions 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, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, or failure to occur, after the date of this Agreement, non-occurrence of any fact event the occurrence or event non-occurrence of which has caused or would be reasonably likely (i) to cause any representation or warranty of such Person contained in this Agreement Agreement, which is qualified as to materiality, to be untrue or in inaccurate, or any section representation or warranty of the Company Disclosure Letter such Person not so qualified, to be untrue or inaccurate in any material respect respect, at or prior to the Effective Time, (ii) to cause any covenantmaterial failure of any of the parties, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including as the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure by the Company case may be, to comply with or satisfy in any material respect, any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the Company hereunder (including occurrence or non-occurrence of any event the conditions set forth in Annex A hereto); provided that no such notification shall affect the representations and warranties occurrence or non-occurrence of the Company contained in Article III or the conditions which would be likely to cause any condition to the obligations of Parent any party to this Agreement, as applicable, to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or Purchaser hereunderother communication from any Governmental Entity in connection with the Arrangement, (v) 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 (vi) any event or occurrence that has, or would reasonably be expected to have a BAM Material Adverse Effect or BPY Material Adverse Effect with respect to BAM or BPY, as the case may be; provided, however, that the delivery of any notice pursuant to this Section 4.8 shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the Person receiving such notice.

Notification of Certain Matters. The Subject to applicable laws and the instructions of any applicable Governmental Entity, each of the Company shall give reasonably prompt notice to Parent, and Parent shall give reasonably prompt notice keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly (i) furnishing the other with copies of notices or other communications received by Parent or the Company, as the case may be, or any of (i) any notice or other communication received by such party its Subsidiaries, from any third Person and/or any Governmental Authority in connection Entity with respect to the Transactions or from any Person alleging that Merger and the consent of such Person is or may be required in connection with the Transactionsother transactions contemplated by this Agreement, and (ii) any Actions 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, in notifying the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent other of (a) the occurrence, occurrence or failure to occur, after the date of this Agreement, non-occurrence of any fact event the occurrence or event non-occurrence of which has caused or would be reasonably likely (i) to cause any representation or warranty contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect as of the date hereof or (ii) to cause any covenantas of the Closing Date, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure by of Parent, Sub or the Company Company, as the case may be, to comply with or satisfy in any material respect, any covenant, condition or agreement to be complied with or satisfied by it hereunder, (c) any changes or events having or that individually or in the Company hereunder aggregate would reasonably be expected to have or result in a Material Adverse Effect or prevent or materially delay the consummation of the Merger and (including d) any actions, claims, suits, investigations or proceedings commenced or threatened against, relating to or affecting or involving such party or any of its Subsidiaries relating to the conditions set forth in Annex A hereto); provided Merger or the transactions contemplated hereby, provided, however, that no such notification the delivery of any notice pursuant to this Section 7.11 shall not limit or otherwise affect the representations and warranties of the Company contained in Article III or the conditions remedies available hereunder to the obligations of Parent or Purchaser hereunderparty receiving such notice.

Notification of Certain Matters. The Company shall give reasonably prompt notice to promptly (and in any event with two (2) Business Days) notify Parent, and Parent shall give reasonably prompt notice to promptly (and in any event with two (2) Business Days) notify the Company, of (ia) any notice or other communication received by such party from any Governmental Authority in connection with this Agreement, the Transactions Offer, the Merger or the transactions contemplated hereby, or from any Person person alleging that the consent of such Person person is or may be required in connection with the TransactionsOffer, and the Merger or the 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, (iib) any Actions actions, suits, claims, investigations or Proceedings proceedings commenced or, to such party’s 's Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries whichsubsidiaries which relate to this Agreement, in the case Offer, the Merger or the transactions contemplated hereby and (c) the discovery by such party of either clause (i) any fact, circumstance or (ii)event, would, in the case occurrence or non-occurrence of the Companywhich could reasonably be expected, individually or taken together with all other existing facts, events and circumstances known to such party, to cause or result in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case any of the Company or Parent, prevent or materially delay consummation conditions of the Transactions. Prior obligations of such party to consummate the Acceptance Time, Merger or the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, or failure to occur, after the date of this Agreement, of any fact or event which has caused or would be reasonably likely (i) to cause any representation or warranty contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect or (ii) to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) Offer not to be complied with satisfied or satisfied and (b) any failure by the Company to comply with or satisfy in any material respect, any covenant, condition or agreement satisfaction of which to be complied with materially delayed. The delivery of any notice pursuant to this Section 6.6 shall not limit or satisfied by the Company hereunder (including the conditions set forth in Annex A hereto); provided that no such notification shall otherwise affect the remedies available hereunder to the party receiving such notice or the representations and or warranties or covenants of the Company contained in Article III parties or the conditions to the obligations of Parent or Purchaser the parties hereunder.

Notification of Certain Matters. The Company Each Party shall give reasonably prompt notice to Parent, and Parent shall give reasonably prompt notice to the Company, other of (ia) any written 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 Transactionstransactions contemplated by this Agreement or any Ancillary Agreement, and (iib) any notice from any Governmental Authority in connection with the transactions contemplated by this Agreement or any Ancillary Agreement, (c) any Actions or Proceedings Claims commenced or, to such party’s Knowledgethe Knowledge of Seller or Purchaser's knowledge, as applicable, threatened against, relating to or involving or otherwise affecting such party Party or any of its Subsidiaries which, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior that relate to the Acceptance Timetransactions contemplated by this Agreement or any Ancillary Agreement, the Company shall give reasonably prompt written notice to Parent of (ad) the occurrence, or failure to occur, after the date of this Agreement, discovery of any fact or event which has caused circumstance, or the occurrence or non-occurrence of any event, that would be reasonably likely (i) to cause any representation or warranty made by such Party contained in this Agreement or in any section of the Company Disclosure Letter to be be, with respect to Seller, untrue or inaccurate in such that any material respect or (ii) to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) ARTICLE 7 would not be satisfied, and with respect to Purchaser, untrue or inaccurate such that any condition set forth in ARTICLE 8 would not be complied with or satisfied satisfied, and (be) any material failure by the Company of such Party to comply with or satisfy in any material respect, any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the Company hereunder delivery of any notice pursuant to this Section 6.12 shall not (including i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the conditions set forth in Annex A hereto); provided that no such notification shall affect the representations and warranties of the Company contained in Article III or the conditions remedies available to the obligations of Parent or Purchaser hereunderParty receiving such notice.

Notification of Certain Matters. The Company shall give reasonably prompt notice to ParentBuyer, and Parent Buyer shall give reasonably 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 this Agreement, the Merger or the transactions contemplated hereby, or from any Person person alleging that the consent of such Person person is or may be required in connection with the TransactionsMerger or the 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 42 or Buyer and (ii) any Actions inaccuracy of any representation or Proceedings commenced warranty made by such party that would reasonably be expected to cause the condition set forth in Section 7.2(a) or 7.3(a), respectively, not to be satisfied. The Company shall give prompt notice to Buyer of, and cooperate with Buyer in connection with, (i) any actions, suits, claims, investigations or proceedings commenced, pending, relating to, involving or, to such partythe Company’s Knowledgeknowledge, threatened against, relating to or involving against or otherwise affecting such party or the Company, any of its Subsidiaries whichsubsidiaries or their respective officers, directors or employees, which relate to this Agreement, the Merger or the transactions contemplated hereby and (ii) any stockholder litigation or claims against the Company, any of its subsidiaries or their respective officers, directors or employees relating to this Agreement, the Merger or the transactions contemplated hereby. No settlement in the case of either connection with any claim, suit, hearing, proceeding or litigation referred to in clause (i) or (ii)) above shall be agreed to without Buyer’s prior written consent, wouldwhich consent shall not be unreasonably withheld, in the case of the Company, individually conditioned or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, or failure to occur, after the date of this Agreement, of any fact or event which has caused or would be reasonably likely (i) to cause any representation or warranty contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect or (ii) to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure by the Company to comply with or satisfy in any material respect, any covenant, condition or agreement to be complied with or satisfied by the Company hereunder (including the conditions set forth in Annex A hereto); provided that no such notification shall affect the representations and warranties of the Company contained in Article III or the conditions to the obligations of Parent or Purchaser hereunderdelayed.

Notification of Certain Matters. (a) The Company and each Seller shall give prompt written notice to the Buyer of (i) the occurrence or non-occurrence of any event, change, circumstance, occurrence, effect or state of facts which, to its Knowledge, would render any representation or warranty made by it in this Agreement or any Ancillary Agreement, if made on or immediately following the date of such event, change, circumstance, occurrence, effect or state of facts, untrue or inaccurate in any material respect, or (ii) any failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder. The Company shall give reasonably prompt notice to Parent, and Parent shall give reasonably prompt written notice to the Company, Buyer of (i) the occurrence or non-occurrence of any event, change, circumstance, occurrence, effect or state of facts that, to the Knowledge of the Company, individually or in the aggregate, has had or is reasonably likely to have a Company Material Adverse Effect, (ii) the occurrence or non-occurrence of any event, change, circumstance, occurrence, effect or state of facts that, to the Knowledge of the Company, would otherwise result in the nonfulfillment of any of the conditions to the Buyer’s obligations hereunder, (iii) any notice or other communication received by such party from any Governmental Authority in connection with the Transactions or from any Person received by the Company alleging that the consent of such Person is or may be required in connection with the Transactionsconsummation of the transactions contemplated by this Agreement or the Ancillary Agreements, and or (iiiv) any Actions or Proceedings commenced Action pending or, to such partythe Company’s Knowledge, threatened against, against a party relating to or involving or otherwise affecting such party or any of its Subsidiaries which, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, or failure to occur, after the date of this Agreement, of any fact or event which has caused or would be reasonably likely (i) to cause any representation or warranty contained in transactions contemplated by this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect or (ii) to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure by the Company to comply with or satisfy in any material respect, any covenant, condition or agreement to be complied with or satisfied by the Company hereunder (including the conditions set forth in Annex A hereto); provided that no such notification shall affect the representations and warranties of the Company contained in Article III or the conditions to the obligations of Parent or Purchaser hereunderAncillary Agreements.

Notification of Certain Matters. The Company shall give reasonably prompt notice to Parent, and Parent shall give reasonably 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 this Agreement, the Merger or the transactions contemplated hereby, or from any Person alleging that the consent of such Person is or may be required in connection with the TransactionsMerger or the transactions contemplated hereby, and (iib) any Actions 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 whichwhich relate to this Agreement, in the case of either clause Merger or the transactions contemplated hereby and (c) any event, change or effect which causes or is reasonably likely to cause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, or failure to occur, after the date of this Agreement, of any fact or event which has caused or would be reasonably likely (i) to cause any representation or warranty of such party contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect no longer correct, or (ii) to cause any covenantbreach by such party of any representation, condition or agreement (other than any warranty, covenant or agreement contained in this Agreement. In no event shall (x) the delivery of Parent any notice by a party pursuant to this Section 6.7 limit or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure by the Company to comply with or satisfy in any material respect, any covenant, condition or agreement to be complied with or satisfied by the Company hereunder (including the conditions set forth in Annex A hereto); provided that no such notification shall otherwise affect the representations and warranties respective rights, obligations, representations, warranties, covenants or agreements of the Company contained in Article III parties or the conditions to the obligations of the parties under this Agreement, or (y) disclosure by the Company or Parent be deemed to amend or Purchaser hereundersupplement the Company Disclosure Letter or constitute an exception to any representation or warranty.

Notification of Certain Matters. The Company parties hereto shall give reasonably prompt notice to Parent, and Parent shall give reasonably prompt notice to the Company, other parties if any of the parties discover or receive notice of (i) any notice the occurrence 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, and (ii) any Actions 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, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, or failure to occur, after the date of this Agreement, nonoccurrence of any fact event the occurrence or event nonoccurrence of which has caused or would be reasonably likely (i) to cause any representation or warranty contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect at or prior to the Effective Time, (ii) to cause any covenant, condition or agreement (other than any covenant or agreement material failure of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure by the Company such party to comply with or satisfy in any material respect, 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 such party or any of its subsidiaries subsequent to the Company hereunder 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 such party and its subsidiaries taken as a whole to which such party or any of its subsidiaries is a party or is subject, (including iv) any notice or other communication from any third party alleging that the conditions set forth consent of such third party is or may be required in Annex A hereto); provided connection with the transactions contemplated by this Agreement, (v) any amendments made (other than such amendments effected in the Ordinary Course of Business that no such notification shall will not materially adversely affect the representations and warranties contractual arrangement in question) to any PictureWorks Contract prior to the Effective Time, or (vi) any material adverse change in their respective financial condition, properties, businesses or results of operations, taken as a whole, other than changes resulting from general economic conditions or resulting from the public announcement of the Company contained in Article III Merger; provided, however, that the delivery of any notice pursuant to this Section 4.8 shall not cure such breach or non-compliance or limit or otherwise affect the conditions remedies available hereunder to the obligations of Parent or Purchaser hereunderparty receiving such notice.

Notification of Certain Matters. The Company shall give reasonably prompt notice to Parent, and Parent shall give reasonably prompt notice to the Company, of (ia) any notice or other communication received by such party Party from any Governmental Authority Entity in connection with the Transactions 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 TransactionsMerger or the transactions contemplated herein, and 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; (iib) any Actions actions, suits, claims, investigations or Proceedings proceedings commenced or, to such partyParty’s Knowledgeknowledge, threatened against, relating to or involving or otherwise affecting such party Party or any of its Subsidiaries whichsubsidiaries which relate to the Merger or the other transactions contemplated hereby; or (c) any change, in the case of either clause condition or event (i) that to such Party’s knowledge renders or (ii), would, in the case of the Company, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, or failure to occur, after the date of this Agreement, of any fact or event which has caused or would be reasonably likely (i) to cause render any representation or warranty contained of such Party set forth in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect respect, or (ii) that results or could reasonably be expected to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth result in Annex A hereto) not to be complied with or satisfied and (b) any failure by the Company of such Party to comply with or satisfy any covenant or agreement, in each case, that would reasonably be expected to result in any material respect, any covenant, condition or agreement to be complied with or satisfied by the Company hereunder (including the conditions set forth in Annex A heretoSection 7.2(a) or Section 7.2(b), with respect to the Company, or Section 7.3(a) or Section 7.3(b), with respect to Parent and Merger Sub, not being satisfied hereunder; provided that no such notification the delivery of any notice pursuant to this Section 6.5 shall affect not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the representations and warranties of the Company contained in Article III or the conditions remedies available to the obligations of Parent or Purchaser hereunderParty receiving such notice.

Notification of Certain Matters. The Company shall give reasonably provide prompt written notice to Parent, and Parent shall give reasonably prompt notice to the Company, of upon becoming aware (i) of the occurrence or nonoccurrence of any event (including any event occurring prior to the Agreement Date) that will cause, or is likely to cause, any of its representations or warranties contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time, (ii) of any failure by the Company to comply with or satisfy in any material respect any of its covenants, conditions or agreements hereunder, (iii) of the occurrence or nonoccurrence of any event that would reasonably be expected to cause any condition precedent to any obligation of Parent to consummate the Transactions (including the Mergers) not to be satisfied at or prior to the Closing Date, (iv) of any written 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, and Transactions (ii) any Actions or Proceedings commenced orincluding the Mergers), to the extent such party’s Knowledgeconsent is not already contemplated by this Agreement or the Disclosure Schedule, threatened against(v) of any written notice or other communication from any Governmental Authority in connection with the Transactions (including the Mergers), (vi) of the commencement or threat of commencement of any Action regarding the Transactions (including the Mergers) or otherwise relating to the Company Group or involving or otherwise affecting such party or any of its Subsidiaries whichbusiness, in the case of either clause (i) or (ii)vii) of any other material development materially and adversely affecting the assets, wouldLiabilities, in the case of the Companybusiness, individually financial condition or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case operations of the Company Group; provided, however, that neither the delivery of any notice pursuant to this Section 5.7 nor obtaining any information or Parent, prevent knowledge in any investigation pursuant to Section 5.5 or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company otherwise shall give reasonably prompt written notice to Parent of (ax) the occurrencecure any breach of, or failure to occurnon-compliance with, after the date any representation or warranty requiring disclosure of such matter, or any breach of any other provision of this Agreement, of (y) amend or supplement any fact or event which has caused or would be reasonably likely (i) to cause any representation or warranty contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect or (ii) to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure scheduled disclosure made by the Company to comply with or satisfy in any material respect, any covenant, condition or agreement to be complied with or satisfied by the Company hereunder (including the conditions set forth in Annex A hereto); provided that no such notification shall affect the representations and warranties of the Company contained in Article ARTICLE III or (z) limit the conditions remedies available to the obligations of Parent Party receiving, or Purchaser hereunderentitled to receive, such notice.

Notification of Certain Matters. The Company Each of the Parties shall give reasonably prompt notice to Parent, BIG and Parent shall give reasonably prompt notice to Hightimes if any of the Company, of following occurs during the Interim Period: (i) any notice or other communication received by such party from any Governmental Authority in connection with there has been a material failure on the Transactions or from any Person alleging that the consent of such Person is or may be required in connection with the Transactions, and (ii) any Actions 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, in the case of either clause (i) or (ii), would, in the case part of the Company, individually or in Party providing the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, or failure to occur, after the date of this Agreement, of any fact or event which has caused or would be reasonably likely (i) to cause any representation or warranty contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect or (ii) to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure by the Company to comply with or satisfy in any material respect, any covenant, condition or agreement to be complied with or satisfied by the Company hereunder it hereunder; (ii) receipt of any notice or other communication in writing from any third party (including any Governmental Authority) alleging (A) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement (other than those Consents specified in the Disclosure Schedules or those Consents that are not material) or (B) any non-compliance with any Law in any material respect; (iii) receipt of any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (iv) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would reasonably be expected to cause or result in any of the conditions set forth in Annex A hereto)Article VIII not being satisfied or the satisfaction of those conditions being materially delayed; provided that no or (v) the commencement or, to the Knowledge of such notification shall affect Party, threat of any Action against any Party or any of its Affiliates, or any of their respective properties or assets, or, to the representations and warranties Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates with respect to the consummation of the Company contained in Article III transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the obligations Closing have been satisfied or in determining whether or not any of Parent the representations, warranties or Purchaser hereundercovenants contained in this Agreement have been breached.

Notification of Certain Matters. The Company shall give reasonably prompt notice to Parent, and Parent shall give reasonably prompt notice to the Company, of (i) any notice or other communication received by such party from any Governmental Authority Entity in connection with the Transactions 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 TransactionsOffer, and 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 actions, suits, claims, investigations or Proceedings proceedings commenced or, to such party’s Knowledgeknowledge, 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 circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in the case of either clause (i) or (ii), would, in the case any of the Company, individually Tender Offer Conditions or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case any of the Company conditions set forth in Article VII not being satisfied or Parentsatisfaction of those conditions being materially delayed in violation of any provision of this Agreement, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (aiv) the occurrence, or failure to occur, after the date of this Agreement, of any fact or event of which it becomes aware that has caused or that would be reasonably likely (i) to cause any representation or warranty of such party contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in at any material respect or (ii) time from the date hereof to cause any covenantthe Closing Date, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (bv) any the failure by the Company of such party to comply with or satisfy in any material respect, respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the Company hereunder delivery of any notice pursuant to this Section 6.12 shall not (including x) cure any breach of, or non-compliance with, any other provision of this Agreement or (y) limit the conditions set forth in Annex A hereto); provided that no such notification shall affect the representations and warranties of the Company contained in Article III or the conditions remedies available to the obligations of Parent or Purchaser hereunderparty receiving such notice.

Notification of Certain Matters. The Each of Company and HWGG shall give reasonably prompt notice to Parent, and Parent shall give reasonably prompt notice to the Companyothers (and, if in writing, furnish copies of) if any of the following occurs during the Executory Period: (i) any notice or other communication received by such party from any Governmental Authority in connection with there has been a material failure on the Transactions or from any Person alleging that the consent of such Person is or may be required in connection with the Transactions, and (ii) any Actions 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, in the case of either clause (i) or (ii), would, in the case part of the Company, individually or in Party providing the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, or failure to occur, after the date of this Agreement, of any fact or event which has caused or would be reasonably likely (i) to cause any representation or warranty contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect or (ii) to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure by the Company to comply with or satisfy in any material respect, any covenant, condition or agreement to be complied with or satisfied by it hereunder; (ii) receipt of any notice or other communication in writing from any third Person alleging that the Company hereunder Consent of such third Person is or may be required in connection with the transactions contemplated by this Agreement; (including iii) receipt of any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (iv) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would reasonably be expected to cause or result in any of the conditions to the Exchange set forth in Annex A hereto)Article IX not being satisfied or the satisfaction of any of those conditions being materially delayed; provided that no such notification shall affect or (v) the representations and warranties commencement or threat, in writing, of any Action against any Party or any of its affiliates, or any of their respective properties or assets, or, to the knowledge of HWGG or Company, as applicable, any officer, director or partner, in his or her capacity as such, of HWGG or Company, as applicable, or any of their affiliates with respect to the consummation of the Company Exchange. No such notice to any Party shall constitute an acknowledgement or admission by the Party providing notice regarding whether or not any of the conditions to Closing or to the consummation of the Exchange have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in Article III this Agreement have been breached. Moreover, no information or knowledge obtained by any Party hereto pursuant to this Section 7.3 will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of Parent or Purchaser hereunderthe Parties to consummate the Exchange.

Notification of Certain Matters. The Company Prior to the Closing, Seller shall give reasonably prompt notice to ParentBuyer, and Parent Buyer shall give reasonably prompt notice to the CompanySeller, of any Action pending, or, to their respective knowledge, threatened against Seller or Buyer or any of their respective Affiliates, as the case may be, that challenges the transactions contemplated hereby. From the date hereof through the Closing, Seller shall give prompt notice to Buyer of, and Buyer shall give prompt notice to Seller of (ia) the occurrence, or failure to occur, of any event which occurrence or failure has caused or would be likely to cause any representation or warranty made by such party and contained in this Agreement or any Ancillary Agreement, or in any exhibit or schedule hereto or thereto, to be untrue or inaccurate in any material respect from the date hereof to the Closing Date, and such party shall use all reasonable best efforts to remedy same, (b) any failure of Seller, on the one hand, or Buyer, on the other, to comply in any material respect with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement or any Ancillary Agreement, or any exhibit or schedule hereto or thereto, and such party shall use all reasonable best efforts to remedy the same, (c) any written notice or other written 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 Transactionstransactions contemplated by this Agreement, and (iid) any Actions 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, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (a) or other written communications from any Governmental Entity in connection with the occurrence, or failure to occur, after the date of transactions contemplated by this Agreement, of any fact or event which has caused or would be reasonably likely (i) to cause any representation or warranty contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect or (ii) to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure by the Company to comply with or satisfy in any material respect, any covenant, condition or agreement to be complied with or satisfied by the Company hereunder (including the conditions set forth in Annex A hereto); provided that no . No such notification shall affect the representations and or warranties of the Company contained in Article III parties or the conditions to the their respective obligations of Parent or Purchaser hereunder.

Notification of Certain Matters. The Subject to applicable Law, the Company shall give reasonably prompt notice to Parent, and Parent shall give reasonably prompt notice to the Company, of (ia) the occurrence or non-occurrence of any event whose occurrence or non-occurrence, as the case may be, would reasonably be expected to cause, in the case of the Company, any condition set forth in Section 6.2 not to be satisfied, or in the case of Parent, any condition set forth in Section 6.3 not to be satisfied, at any time from the date of this Agreement to the Effective Time, (b) any notice or other communication received by such party from any Governmental Authority in connection with this Agreement, the Transactions Merger or the other 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 TransactionsMerger or the other transactions contemplated by this Agreement, if the subject matter of such notice or other 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 and (iic) any Actions claims, investigations or Proceedings commenced or, to such party’s Knowledge, threatened in writing against, relating to or involving or otherwise affecting such party (including its board of directors) or any of its Subsidiaries which, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected that relate to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, or failure to occur, after the date of this Agreement, of any fact the Merger or event which has caused or would be reasonably likely (i) to cause any representation or warranty contained the other transactions contemplated by this Agreement. Notwithstanding anything in this Agreement or in any section of to the Company Disclosure Letter to be untrue or inaccurate in any material respect or (ii) to cause any covenantcontrary, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure by the Company to comply with or satisfy in any material respect, any covenant, condition or agreement to be complied with or satisfied by the Company hereunder (including the conditions set forth in Annex A hereto); provided that no such notification shall shall, in and of itself, affect the representations and warranties representations, warranties, covenants or agreements of the Company contained in Article III parties or the conditions to the obligations of Parent or Purchaser the parties hereunder.

Notification of Certain Matters. The Company or Parent, as the case may be, shall give reasonably prompt notice to Parent, and Parent shall give reasonably 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, and (ii) any Actions 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, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of Party of: (a) the occurrence, or failure to occur, after the date of this Agreement, occurrence of any fact or event which has caused or would be reasonably that is likely (i) to cause any representation or warranty of the Company or the Buyer Parties, respectively and as the case may be, contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in at or prior to the Closing as if such representation or warranty was made at the Closing (except for representations and warranties that speak as of an earlier date) such that any material respect or (ii) to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) Section 7 hereof, as applicable, would not to be complied with or satisfied and satisfied, (b) any failure by of the Company or Buyer Parties, as the case may be, to comply with or satisfy in any material respect, any covenant, condition or agreement to be complied with or satisfied by the Company it hereunder (including such that any of the conditions set forth in Annex A hereto); provided that no such notification shall affect Section 7 hereof, as applicable, would not be satisfied, (c) the representations and warranties receipt of any notice or other communication received by the Company contained in Article III notifying party from any Governmental Authority or other Person with respect to this Agreement or any Ancillary Agreement or the conditions transactions contemplated hereby or thereby, and (d) any event, condition, fact or circumstance of which the notifying Party has knowledge that would make the timely satisfaction of any condition to Closing set forth in Section 7 that the notifying Party is required to satisfy impossible or unlikely; provided, that the delivery of any notice or the making of any disclosure pursuant to this Section 5.4 shall not (i) limit or otherwise affect any rights or remedies available to the obligations Party receiving such notice or (ii) be deemed to amend or supplement the Disclosure Schedules or prevent or cure any misrepresentation, breach of Parent warranty or Purchaser hereunderbreach of covenant. Each Party may, as it deems advisable and necessary, reasonably designate material provided to the other party as “Outside Counsel Only Material,” and also may reasonably redact the material as necessary to (A) remove personally sensitive information, (B) prevent the loss of a legal privilege or (C) comply with applicable Law.

Notification of Certain Matters. The Company Each of Tremont and Valhi shall give reasonably prompt notice to Parent, and Parent shall give reasonably prompt notice to the Company, other party of (i) any notice of, or other communication relating to, a default or event that, with notice of lapse of time or both, would become a default, received by such it subsequent to the date of this Agreement and prior to the Effective Time, under any contract to which it is a party or is subject that could reasonably be expected to result in a Valhi Material Adverse Effect or a Tremont Material Adverse Effect, as the case may be, (ii) any notice or other communication from any Governmental Authority in connection with the Transactions or from any Person third party alleging that the consent of such Person third party is or may be required in connection with the Transactionstransactions contemplated by this Agreement, and (iiiii) any Actions change in their respective financial condition, properties, businesses or Proceedings commenced orresults of operations, or the occurrence of any event that is reasonably expected to result in any such party’s Knowledgechange, threatened against, relating to or involving or otherwise affecting that in any such party or any of its Subsidiaries which, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, event could reasonably be expected to have result in a Company Valhi Material Adverse Effect oror Tremont Material Adverse, in as the case of the Company or Parentmay be, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (aiv) the occurrenceoccurrence or existence of any event that would, or failure to occurcould with the passage of time or otherwise, after the date of this Agreement, of any fact or event which has caused or would be reasonably likely (i) to cause make any representation or warranty contained in this Agreement or herein that is qualified as to materiality untrue in any section of the Company Disclosure Letter to be respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (iiv) to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure by the Company it to comply with or satisfy in any material respect, respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that the Company hereunder (including the conditions set forth in Annex A hereto); provided that no such notification delivery of notice pursuant to this Section 5.9 shall not limit or otherwise affect the representations and warranties of the Company contained in Article III or the conditions remedies available hereunder to the obligations of Parent party receiving such notice. Each party shall use its reasonable commercial efforts to prevent or Purchaser hereunderpromptly remedy the same.

Notification of Certain Matters. The Company Portables and CNCG, on one hand, and Zoom, on the other hand, shall give reasonably prompt notice to Parent, and Parent shall give reasonably prompt notice to the Companyother (and, if in writing, furnish copies of) if any of the following occurs during the Executory Period: (i) any notice or other communication received by such party from any Governmental Authority in connection with there has been a failure on the Transactions or from any Person alleging that the consent of such Person is or may be required in connection with the Transactions, and (ii) any Actions 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, in the case of either clause (i) or (ii), would, in the case part of the Company, individually or in Party providing the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, or failure to occur, after the date of this Agreement, of any fact or event which has caused or would be reasonably likely (i) to cause any representation or warranty contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect or (ii) to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure by the Company to comply with or satisfy in any material respect, any covenant, condition or agreement to be complied with or satisfied by it hereunder; (ii) receipt of any notice or other communication in writing from any third Person alleging that the Company hereunder Consent of such third Person is or may be required in connection with the transactions contemplated by this Agreement; (including iii) receipt of any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (iv) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non- occurrence of which, would reasonably be expected to cause or result in any of the conditions to the Purchase set forth in Annex A hereto)Article VI not being satisfied or the satisfaction of any of those conditions being materially delayed; provided that no such notification shall affect or (v) the representations and warranties commencement or threat, in writing, of any Action against any Party or any of its affiliates, or any of their respective properties or assets, or, to the knowledge of Zoom or Portables, as applicable, any manager, officer, director or partner, in his or her capacity as such, of Zoom or Portables, as applicable, or any of their affiliates with respect to the consummation of the Company Purchase. No such notice to any Party shall constitute an acknowledgement or admission by the Party providing notice regarding whether or not any of the conditions to Closing or to the consummation of the Purchase have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in Article III this Agreement have been breached. Moreover, no information or knowledge obtained by any Party hereto pursuant to this Section 4.4 will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of Parent or Purchaser hereunderthe Parties to consummate the Purchase.

Notification of Certain Matters. The Company Each party shall give reasonably prompt written notice to Parent, and Parent shall give reasonably prompt notice to the Company, each other party 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 Transactionstransactions contemplated hereby, and (iib) notice or communication from any Actions or Proceedings commenced orGovernmental Entity in connection with the transactions contemplated hereby, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (ac) the occurrence, or failure to occur, after the date of this Agreement, of any fact or event of which it becomes aware that has caused or would could reasonably be reasonably likely (i) expected to cause any representation or warranty of such party contained in this Agreement that is qualified as to materiality being or becoming as of any time between the date of this Agreement and the Effective Time untrue or inaccurate at such time in any section respect or any such representation or warranty that is not so qualified being or becoming as of any time between the Company Disclosure Letter to be date of this Agreement and the Effective Time untrue or inaccurate in any material respect or respect, (iid) to cause any covenant, condition or agreement (other than any covenant or agreement the failure of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure by the Company it to comply with or satisfy in any material respect, respect any covenant, condition or agreement obligation to be complied with or satisfied by it under this Agreement or (e) the Company hereunder (including commencement or threat of any material litigation or any other action, suit, arbitration, mediation, appraisal, investigation, inquiry or proceeding, in any forum, which relates to the conditions set forth in Annex A hereto); provided that no such notification shall affect the representations and warranties consummation of the Company contained in Article III transactions contemplated hereby or the conditions issuance of any order, decree, ruling, injunction or other order (whether temporary, preliminary or permanent) affecting the Company, any of its Subsidiaries, or any of their respective properties or assets, in either case which, if pending, threatened or issued, as the case may be, on or prior to the obligations date of Parent or Purchaser hereunder.this Agreement, would have been required to have been disclosed pursuant to

Notification of Certain Matters. The Company shall give reasonably prompt written notice to Parent, and Parent shall give reasonably prompt notice to promptly upon the Company, Company becoming aware of (i) the occurrence or non-occurrence of any change, condition or event the occurrence or non-occurrence of which would render any representation or warranty of the Company contained in this Agreement, if made on or immediately following the date of such event, untrue or inaccurate in any material respect and which untruth or inaccuracy would result in the nonfulfillment of any of the conditions to the respective obligations of Parent and Merger Sub to consummate the Merger, (ii) the occurrence of any change, condition or event that has had or is reasonably likely to have a Material Adverse Effect, (iii) any failure of the Company or any Affiliate of the Company to comply with or satisfy in any material respect any covenant or agreement to be complied with or satisfied by it hereunder that would result in the nonfulfillment of any of the conditions to the respective obligations of Parent and Merger Sub to consummate the Merger, (iv) 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, and consummation of the transactions contemplated by this Agreement or (iiv) any Actions or Proceedings commenced Legal Proceeding pending or, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which, in the case of either clause (i) or (ii), would, in the case Knowledge of the Company, individually threatened against a party or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior parties relating to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, or failure to occur, after the date of transactions contemplated by this Agreement, of any fact or event which has caused or would be reasonably likely (i) to cause any representation or warranty contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect or (ii) to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure by the Company to comply with or satisfy in any material respect, any covenant, condition or agreement to be complied with or satisfied by the Company hereunder (including the conditions set forth in Annex A hereto); provided that no such notification shall affect the representations and warranties of the Company contained in Article III or the conditions to the obligations of Parent or Purchaser hereunder.

Notification of Certain Matters. The Company shall give reasonably prompt notice to promptly (and in any event within two (2) Business Days) notify Parent, and Parent shall give reasonably prompt notice to promptly (and in any event within two (2) Business Days) notify the Company, of (ia) any notice or other communication received by such party from any Governmental Authority in connection with this Agreement, the Transactions Offer, the Merger or the transactions contemplated hereby, or from any Person person alleging that the consent of such Person person is or may be required in connection with the TransactionsOffer, and the Merger or the transactions contemplated hereby, (iib) any Actions actions, suits, claims, investigations or Proceedings proceedings commenced or, to such party’s 's Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to this Agreement, the Offer, the Merger or the transactions contemplated hereby or which, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, or failure to occur, after if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any Section of this Agreement and (c) the discovery by such party of any fact fact, circumstance or event event, the occurrence or non-occurrence of which has caused could reasonably be expected, individually or would be reasonably likely (i) taken together with all other existing facts, events and circumstances known to such party, to cause any representation or warranty contained in this Agreement or result in any section of the Company Disclosure Letter conditions of the obligations of such party to be untrue consummate the Merger or inaccurate in any material respect or (ii) to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) Offer not to be complied with satisfied or satisfied and (b) any failure by the Company to comply with or satisfy in any material respect, any covenant, condition or agreement satisfaction of which to be complied with materially delayed. The delivery of any notice pursuant to this Section 6.7 shall not limit or satisfied by the Company hereunder (including the conditions set forth in Annex A hereto); provided that no such notification shall otherwise affect the remedies available hereunder to the party receiving such notice or the representations and or warranties or covenants of the Company contained in Article III parties or the conditions to the obligations of Parent or Purchaser the parties hereunder.. Section 6.8

Notification of Certain Matters. The Company shall give reasonably prompt notice to Parent, and Parent shall give reasonably prompt notice to the Company, of (i) any notice or other communication US_ACTIVE:\44126911\17\77626.0003 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, and 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 actions, suits, claims, investigations or Proceedings proceedings commenced or, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries whichwhich relate to the Transactions, in (iii) the case occurrence or non-occurrence of either clause (i) any fact, event or (ii), would, in the case of the Companycircumstance known to it that is reasonably likely, individually or taken together with all other existing facts, events and circumstances known to it, to cause or result in any of the aggregateconditions to the Merger set forth in Article VII or any conditions to the Offer not being satisfied, reasonably be expected to have a Company Material Adverse Effect or, in and (iv) the case failure of the Company or Parent, prevent or materially delay consummation of as the Transactions. Prior to the Acceptance Timecase may be, the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, or failure to occur, after the date of this Agreement, of any fact or event which has caused or would be reasonably likely (i) to cause any representation or warranty contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect or (ii) to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure by the Company to comply with or satisfy in any material respectrepresentation or warranty, any covenant, condition or agreement to be complied with or satisfied by the Company hereunder (including the conditions set forth it pursuant to this Agreement which would reasonably be expected to result in Annex A hereto); provided that no such notification shall affect the representations and warranties of the Company contained in Article III or the conditions any condition to the obligations of Parent any party to effect the Offer, the Merger or Purchaser hereunderany other Transaction contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.8 shall not cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company Each Party shall give reasonably prompt notice to Parent, and Parent shall give reasonably prompt written notice to the Company, of other Parties of: (i) the occurrence or non-occurrence of any change, condition or event, the occurrence or non-occurrence of which would render any representation or warranty of such Party contained in this Agreement or any Ancillary Agreement, if made on or immediately following the date of such event, untrue or inaccurate; (ii) the occurrence of any change, condition or event that has had or is reasonably likely to have a Material Adverse Effect; (iii) any failure of such Party or any of its Affiliates to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder or any event or condition that would otherwise result in the nonfulfillment of any of the conditions to the other Parties’ obligations hereunder; (iv) 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 Transactionsconsummation of the transactions contemplated by this Agreement or the Ancillary Agreements; or (v) any action pending or, to the relevant Party’s knowledge, threatened against any Party relating to the transactions contemplated by this Agreement or the Ancillary Agreements. Notwithstanding anything to the contrary contained in this Agreement, a Party’s recovery for the other Party’s breach of this Section 5.6 pursuant to an indemnification claim made under Section 9.1(d) or 9.2 shall be subject to the limitations set forth in Sections 9.4 (b), (c), and (ii) any Actions 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, in the case of either clause (i) or (iid), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, or failure to occur, after the date of this Agreement, of any fact or event which has caused or would be reasonably likely (i) to cause any representation or warranty contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect or (ii) to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure by the Company to comply with or satisfy in any material respect, any covenant, condition or agreement to be complied with or satisfied by the Company hereunder (including the conditions set forth in Annex A hereto); provided that no such notification shall affect the representations and warranties of the Company contained in Article III or the conditions to the obligations of Parent or Purchaser hereunder.

Notification of Certain Matters. The Company Prior to the Closing, Buyer and the Seller shall give reasonably prompt notice to Parent, and Parent shall give reasonably prompt written notice to the Company, other Party of (i) the occurrence of any notice event, change, circumstance, occurrence, effect or other communication received by such party from any Governmental Authority in connection with the Transactions or from any Person alleging that the consent state of such Person is or may be required in connection with the Transactions, and (ii) any Actions 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, in the case of either clause (i) or (ii), would, in the case of the Companyfacts that, individually or in the aggregate, has had or is reasonably be expected likely to have a Company Material Adverse Effect oror Buyer Material Adverse Effect, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (a) the occurrence, or failure to occur, after the date of this Agreement, of any fact or event which has caused or would be reasonably likely (i) to cause any representation or warranty contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect or (ii) to cause any covenant, condition or agreement (other than any covenant or agreement material failure of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure by the Company relevant party hereto to comply with or satisfy in any material respect, any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder in any material respect, (iii) the Company hereunder (including occurrence or non-occurrence of any material event, change, circumstance, occurrence, effect or state of facts that would otherwise result in the nonfulfillment of any of the conditions set forth to another party’s obligations hereunder in Annex A hereto)any material respect, (iv) any Proceeding pending or, to a Party’s Knowledge, threatened against a Party relating to the transactions contemplated by this Agreement or the Ancillary Agreements, or (v) the receipt of written notice of termination or non-renewal of or claim of a material breach or material default under any Material Contract other than notices of termination or non-renewal in the Ordinary Course of Business; provided provided, however, that no such notification shall affect the representations and warranties representations, warranties, covenants or agreements of the Company contained in Article III Parties (or remedies with respect thereto) or the conditions to the obligations of Parent or Purchaser hereunderthe parties under this Agreement.

Notification of Certain Matters. The Company shall give reasonably prompt notice to Parent, and Parent shall use all reasonable efforts to give reasonably 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, and (ii) any Actions 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, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall use all reasonable efforts to give reasonably prompt written notice to Parent of Parent, of: (ai) the occurrence, or failure to occur, after the date of this Agreementnon-occurrence, of any fact event the occurrence, or event non-occurrence, of which has caused or it is aware and which would be reasonably likely (i) to cause (x) any representation or warranty contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect or (iiy) to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under contained in this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and in all material respects, (bii) any failure by of any of Parent or the Company Company, as the case may be, to comply in a timely manner with or satisfy in any material respect, any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) any suit, action or proceeding brought or threatened by any Governmental Entity or other person, or before any Governmental Entity, against or in respect of such party or any of its Subsidiaries, or any employee of or physician under contract with such party or any of its Subsidiaries, and (iv) any event, change or development that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect on Parent or the Company, as the case may be; provided, however, that the delivery of any notice pursuant to this Section 5.12 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice. In addition, Parent shall notify and consult with the Company hereunder (including the conditions set forth reasonably in Annex A hereto); provided that no such notification shall affect the representations and warranties advance of the Company contained in Article III or the conditions to the obligations of acquisition by Parent or Purchaser hereunderany of its Subsidiaries of any properties, assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, whether in a single transaction or a series of related transactions, involving consideration of $15,000,000 or more.

Notification of Certain Matters. The Company shall give reasonably prompt notice to Parent, and Parent shall give reasonably 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, and 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 actions, suits, claims, investigations or Proceedings proceedings commenced or, to such party’s 's Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected which relate to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (aiii) the occurrence, or failure to occur, after the date of this Agreement, discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event which has caused the occurrence or non-occurrence of which, would be reasonably likely (i) to cause any representation or warranty made by such party contained in this Agreement (A) that is qualified as to materiality or in any section of the Company Disclosure Letter Material Adverse Effect to be untrue or inaccurate and (B) that is not so qualified to be untrue in any material respect or (ii) to cause any covenantrespect, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (biv) any material failure by the Company of such party to comply with or satisfy in any material respect, any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the Company hereunder delivery of any notice pursuant to this Section 5.7 shall not (including nor shall any information provided pursuant to Section 5.6) (x) be considered in determining whether any representation or warranty is true for purposes of Article VI or Article VII, (y) cure any breach or non-compliance with any other provision of this Agreement or (z) limit the conditions set forth in Annex A hereto); provided that no such notification shall affect the representations and warranties of the Company contained in Article III or the conditions remedies available to the obligations of Parent or Purchaser hereunderparty receiving such notice.

Notification of Certain Matters. The Company During the Interim Period, each of the Parties shall give reasonably prompt notice to Parent, and Parent shall give reasonably prompt notice to the Companyother Parties if such Party or its Affiliates (including, with respect to Intermediate, each 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, Beijing Brookfield and (ii) any Actions 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, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of ParagonEx): (a) the occurrence, or failure to occur, after the date of this Agreement, of any fact or event which has caused or would be reasonably likely (i) to cause any representation or warranty contained in this Agreement or in any section of the Company Disclosure Letter to be untrue or inaccurate in any material respect or (ii) to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (b) any failure by the Company fails to comply with or satisfy in any material respect, any covenant, condition or agreement to be complied with or satisfied by the Company it or its Affiliates hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates; (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would reasonably be expected to cause or result in any of the conditions to set forth in Annex A hereto)Article VI not being satisfied or the satisfaction of those conditions being materially delayed; provided that no (e) becomes aware of any inaccuracy in any representation or warranty made by such notification shall affect the representations and warranties Party in this Agreement; or (f) becomes aware of the Company contained commencement or threat, in Article III writing, of any Action against such Party or any of its Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached. No notification given to a Party pursuant to this Section 5.7 shall change, limit or otherwise affect any of the representations, warranties, covenants or obligations of Parent such Party (including, with respect to Intermediate, each of Beijing Brookfield and ParagonEx) providing such notification or Purchaser hereunderany of such Party’s Subsidiaries contained in this Agreement, any accompanying schedules or exhibits, or any certificates contemplated by this Agreement.

Notification of Certain Matters. The Company shall give reasonably prompt notice to Parent, and Parent shall give reasonably 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, and 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 actions, suits, claims, investigations or Proceedings 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, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected which relate to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (aiii) the occurrence, or failure to occur, after the date of this Agreement, discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event which has caused the occurrence or non-occurrence of which, would be reasonably likely (i) to cause any representation or warranty made by such party contained in this Agreement (A) that is qualified as to materiality or in any section of the Company Disclosure Letter Material Adverse Effect to be untrue or inaccurate and (B) that is not so qualified to be untrue in any material respect or (ii) to cause any covenantrespect, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and (biv) any material failure by the Company of such party to comply with or satisfy in any material respect, any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the Company hereunder delivery of any notice pursuant to this Section 5.7 shall not (including nor shall any information provided pursuant to Section 5.6) (x) be considered in determining whether any representation or warranty is true for purposes of Article VI or Article VII, (y) cure any breach or non-compliance with any other provision of this Agreement or (z) limit the conditions set forth in Annex A hereto); provided that no such notification shall affect the representations and warranties of the Company contained in Article III or the conditions remedies available to the obligations of Parent or Purchaser hereunderparty receiving such notice.

Notification of Certain Matters. The Company shall give reasonably prompt notice to Parent, the Buyer and Parent the Buyer shall give reasonably 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, and (ii) any Actions 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, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of (a) the occurrenceoccurrence or non-occurrence of any event known to such Party, the occurrence or non-occurrence of which has resulted in, or failure to occur, after the date of this Agreement, of any fact or event which has caused or would be is reasonably likely (i) to cause result in, any representation or warranty contained set forth in this Agreement made by such Party that is qualified as to materiality to be untrue or in inaccurate, or any section of the Company Disclosure Letter such representation and warranty that is not so qualified to be untrue or inaccurate in any material respect or (ii) to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) not to be complied with or satisfied and respect; (b) any material failure by the Company such Party to comply with or satisfy in any material respect, any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (c) any action, suit, proceeding, inquiry or investigation pending or, to the Company knowledge of such Party, threatened which questions or challenges this Agreement or the consummation of any of the transactions contemplated hereby; PROVIDED that the delivery of any notice pursuant to this Section 5.12 shall not limit or otherwise affect the remedies available hereunder (including to the conditions set forth in Annex A hereto); provided Party receiving such notice and that no such notification shall affect modify the representations and or warranties of the Company contained in Article III any Party or the conditions to the obligations of Parent any Party hereunder. Each of the Company, the Buyer and the Transitory Subsidiary shall give prompt notice to the other Parties of any notice or Purchaser hereunderother 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.

Notification of Certain Matters. The Company (a) During the Pre-Closing Period, the Bank shall give reasonably prompt notice to Parent, and Parent shall give reasonably 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, and (ii) any Actions 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, in the case of either clause (i) or (ii), would, in the case of the Company, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or, in the case of the Company or Parent, prevent or materially delay consummation of the Transactions. Prior to the Acceptance Time, the Company shall give reasonably prompt written notice to Parent of Wilton, and Wilton shall give prompt written notice to the Bank, of: (ai) the occurrence, or failure to occur, after the date of this Agreement, of any fact factor or event event, which has caused occurrence or would be failure to occur is reasonably likely (i) to cause (A) any representation or warranty of such party contained in this Agreement or in any section of the Company Disclosure Letter 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 (iiB) to cause any covenant, condition or agreement (other than any covenant or agreement of Parent or Purchaser) under this Agreement (including the conditions set forth in Annex A hereto) such party not to be complied with or satisfied and in any material respect; (bii) any material failure by of the Company Bank or Wilton, as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy in any material respect, any covenant, condition or agreement to be complied with or satisfied by it under this Agreement or (iii) the Company hereunder occurrence of any change, condition or event that has had or is reasonably likely to have a Wilton Material Adverse Effect or a Bank Material Adverse Effect, as applicable. Notwithstanding the above, the delivery of any notice pursuant to this Section shall not effect (including the conditions set forth in Annex A hereto); provided that no such notification shall affect x) the representations and warranties of the Company contained in Article III Bank or Wilton, as the case may be, or the right of the party receiving such notice to rely on such representations and warranties (as unmodified by such notice), and (y) will not limit or otherwise affect the remedies available hereunder to the party receiving such notice or the conditions to such party’s obligation to consummate the obligations of Parent or Purchaser hereunderMerger.