Common use of Notification of Certain Matters Clause in Contracts

Notification of Certain Matters. Seller shall promptly notify Buyer of (a) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may be, (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, or (f) the occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; provided, that no such notification, nor the obligation to make such notification, shall affect the representations, warranties or covenants, or the conditions to the obligations of, Seller.

Notification of Certain Matters. Seller Parent shall promptly notify Buyer of (a) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, give prompt notice to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating Company and the Company shall give prompt notice to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or BuyerParent, as the case may be, of the occurrence, or failure to occur, of any event, in each case if known by the party otherwise required to give such notice, 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” 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 Offer Closing or (b) any material failure of Parent or Merger Sub or the occurrence Company, as the case may be, to comply with or non-occurrence satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. In addition, (A) the Company shall give prompt notice to Parent of any fact change or event having, or which would be reasonably likely to have, a Company Material Adverse Effect, in each case if known by the Company, (B) Parent shall give prompt notice to the Company, and the Company shall give prompt notice to Parent, as the case may be, of any change or event which would be reasonably likely to cause result in the failure of any condition of the conditions set forth in Article VII hereof not Exhibit A to be satisfied, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or in each case if known by the party otherwise required to be disclosedgive such notice, and (C) on Section 4.05 each of Parent and the Seller Disclosure Letter, (d) Company shall give prompt notice to the occurrence other after receiving or existence becoming aware of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this AgreementTransactions. Notwithstanding the above, or (f) the occurrence delivery of any event, circumstance, development, state of facts, occurrence, change notice pursuant to this Section 6.3 will not limit or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; provided, that no such notification, nor the obligation to make such notification, shall otherwise affect the representations, warranties warranties, covenants or covenantsagreements of the parties hereto, the remedies available hereunder to the party receiving such notice or the conditions to such party’s obligation to consummate the obligations of, SellerTransactions.

Notification of Certain Matters. Seller Prior to the Acceptance Time, the Parent shall promptly notify Buyer give prompt notice to the Company, and the Company shall give prompt notice to the Parent, of (a) the occurrence, or failure to occur, of any material actionsevent, suits, claims of which such party has Knowledge that is reasonably expected to cause any representation or proceedings warranty contained in connection with the transactions contemplated by this Agreement commenced or, to the Knowledge of Seller, threatened, against Seller become untrue or any of its Subsidiaries relating inaccurate such that it is reasonably expected to the Joe’s Business, the Purchased Assets have a Company Material Adverse Effect or the Assumed Liabilities, or BuyerParent Material Adverse Effect, as the case may be, until the Acceptance Time or (b) any material failure of the occurrence Parent and the Purchaser or non-occurrence the Company, as the case may be, or of any fact officer, director, employee or event agent thereof, of which would be reasonably likely such party has Knowledge to cause comply with or satisfy any covenant, condition set forth in Article VII hereof not or agreement to be satisfiedcomplied with or satisfied by it under this Agreement; provided, (c) any notice ofhowever, that no such notification shall affect the representations, warranties, covenants or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 agreements of the Seller Disclosure Letterparties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (d24) the occurrence or existence hours after it has actual Knowledge of any factof the following, circumstance or event notify the Parent of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (ei) any notice or other communication from any Person alleging that the consent of such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or (f) proceedings instituted or threatened against the occurrence Company or any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entity, relating to or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement of any eventsuch actions, circumstancesuits, developmentclaims, state of factsinvestigations or proceedings and shall consider the Parent’s views with respect to such actions, occurrencesuits, change claims, investigations or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; provided, that no such notification, nor the obligation to make such notification, shall affect the representations, warranties or covenants, or the conditions to the obligations of, Sellerproceedings.

Notification of Certain Matters. Seller Each party shall promptly notify Buyer give prompt written notice to each other party of (a) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may be, (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by hereby, (b) notice or communication from any Governmental Entity in connection with the transactions contemplated hereby, (c) the occurrence, or failure to occur, of any event of which it becomes aware that has caused or would reasonably be expected to 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 the date hereof to the Closing Date, (d) the commencement or threat of any Company Litigation or any other action, suit, investigation or proceeding which relates to the consummation of the transactions contemplated hereby or the issuance of any Order affecting the Company and/or any of its Subsidiaries or any of their respective properties or assets, in either case which, if pending or issued, as the case may be, on or prior to the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.1 the failure of such party to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 5.9 is for informational purposes and shall not limit or otherwise affect the remedies available hereunder to any party or parties receiving such notice. Except as otherwise provided in any such notice, the delivery of any such notice shall not be deemed an admission or an acknowledgment that (fa) the occurrence subject matter of any event, circumstance, development, state of facts, occurrence, change such notice is material or effect which has had would result in a Company Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expected, individually or in the aggregate, to result in a Parent Material Adverse Effect; provided, that no such notification, nor the obligation to make such notification, shall affect the representations, warranties or covenants, or is outside of the conditions to the obligations ordinary course of business or inconsistent with past practices or (b) there has occurred an actual or an anticipatory breach of, Selleror failure to comply with or satisfy, any representation, warranty, covenant, condition or agreement.

Notification of Certain Matters. Seller shall promptly notify Buyer of (a) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, The Company shall give prompt notice to the Knowledge Parent of Seller, threatened, against Seller (i) any Change which occurs or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets exists that causes or the Assumed Liabilities, or Buyer, as the case may be, (b) the occurrence or non-occurrence of any fact or event which would be is reasonably likely to cause any condition the failure of the conditions set forth in Article VII hereof not to be satisfiedSection 7.2(a), 7.2(b), 7.2(d) or 7.2(e), (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (eii) any notice or other communication from any Person person alleging that the consent of such Person person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement, (iii) any notice or other communication from any Governmental Entity in connection with (A) the Merger or any of the other transactions contemplated by this Agreement or (fB) the occurrence transactions contemplated by the CAD Sale Agreement, (iv) any Legal Actions commenced or, to the best of its knowledge, threatened against, relating to or involving or otherwise affecting the Company or its Subsidiary which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or which relate to the transactions contemplated hereby, (v) any notice or other communication received by the Company or its Subsidiary from an insurer under any Insurance Policy that such insurer intends to cancel or generally disclaim liability under any such policy or not renew any such policy, (vi) any notice or other communication from any customer set forth in Section 3.20(a) of the Company Disclosure Schedule that such customer will stop, or decrease the rate of, buying products from the Company or its Subsidiary, (vii) any notice or other communication from any supplier set forth in Section 3.20(b) of the Company Disclosure Schedule that such supplier will stop, or decrease the rate of, supplying materials, products or services to the Company or its Subsidiary, (viii) any written notices or claims received by, or Legal Actions commenced or, to the best of its knowledge, threatened in writing against, the Company or its Subsidiary, in each case (a) from or by Clarion relating to or involving or otherwise affecting the Company or its Subsidiary or Clarion relating to the transactions contemplated by the CAD Sale Agreement or (b) from or by any third party relating to or involving the retained liabilities under the CAD Sale Agreement, and (ix) any audit commenced, or to the knowledge of the Company, threatened in writing, against or with respect to the Company, its Subsidiary or any CAD Subsidiary in respect of any eventTax or Tax asset of the Company, circumstance, development, state of facts, occurrence, change its Subsidiary or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse EffectCAD Subsidiary; provided, however, that (x) no such notification, nor the obligation notification shall be deemed to make such notification, shall cure any breach or otherwise affect the representations, warranties warranties, covenants or covenants, agreements of the Company or the conditions to the obligations of, Sellerof the parties hereunder and (y) no disclosure by the Company shall be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty.

Notification of Certain Matters. Seller The Company shall promptly notify Buyer give prompt notice to Parent of any change or event (ai) that has or would reasonably be expected to have a Material Adverse Effect; (ii) that would reasonably be expected to give rise to the right of any third party to terminate, materially modify or assert a right to a material contractual or legal remedy under any Material Contract; (iii) that it believes results or would reasonably be expected to result in a failure of any of the conditions set forth in Section 6.2; (iv) any material actions, suits, claims or proceedings communication from any Governmental Entity in connection with the transactions contemplated by this Agreement commenced or, to the Knowledge of Seller, threatened, against Seller or and any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilitiesresponse thereto, or Buyer, as the case may be, (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or other communication from any Person person alleging that the consent of such Person person is or may be required in connection with the Merger or the other transactions contemplated by this Agreement, or (f) if the occurrence subject matter of any event, circumstance, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect such communication or the occurrence or non-occurrence failure of any event, circumstance, development, state of facts, occurrence, change or effect which such party to obtain such consent would reasonably be expectedexpected to be material to the Company, individually the Surviving Corporation or Parent; (v) any legal action threatened or commenced against or otherwise affecting the Company or any of the Subsidiaries in connection with the aggregate, transactions contemplated by this Agreement; or (vi) any correspondence from the SEC staff to the Company or responses of the Company thereto. Parent shall give prompt notice to the Company of any change or event (i) that has or would reasonably be expected to have a material adverse effect on the ability of Parent or Buyer to perform its respective obligations under this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement; (ii) that it believes results or would reasonably be expected to result in a Material Adverse Effectfailure of the conditions set forth in Section 6.3; provided(iii) any communication from any Government Entity in connection with the transactions contemplated by this Agreement and any response thereto, or from any person alleging that no the consent of such notificationperson is or may be required in connection with the Merger or the other transactions contemplated by this Agreement, nor if the obligation subject matter of such communication or the failure of such party to make obtain such notificationconsent could be material to the Company, the Surviving Corporation or Parent; or (iv) any legal action threatened or commenced against or otherwise affecting Parent or Buyer in connection with the transactions contemplated by this Agreement and any response thereto. The delivery of any notice pursuant to this Section 5.3, however, shall not limit or otherwise affect the representations, warranties or covenants, or the conditions remedies available hereunder to the obligations of, Sellerparty receiving such notice.

Notification of Certain Matters. Seller shall promptly notify Buyer shall, upon obtaining knowledge of any of the following, give prompt notice to Parent, and Parent shall, upon obtaining knowledge of any of the following, give prompt notice to Seller, of (a) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may be, (bi) the occurrence or non-occurrence of any fact event the occurrence or non-occurrence of which would reasonably be likely to cause any representation or warranty of such Party contained in 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 Closing Date, (ii) any failure in any material respect of any of Seller, Parent or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be reasonably likely to cause any condition set forth in Article VII hereof to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (civ) any notice ofor 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 any of Seller, Parent or Purchaser, as the case may be, or other communication relating toany of their respective Subsidiaries which, a default or event that, with notice or lapse of time or bothif pending on the date hereof, would become a default under any Contract disclosed (or have been required to be disclosed) on have been disclosed pursuant to Section 4.05 3.10 or Section 4.06 or which relate to the consummation of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made transactions contemplated by Seller in this Agreement to be materially untrue or inaccurate, (evi) any notice or other communication from any Person third party alleging that the consent of such Person third party is or may be required in connection with the transactions contemplated by this Agreement; provided that, or (f) the occurrence delivery of any event, circumstance, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect or the occurrence notice pursuant to this Section 6.07 shall not cure such breach or non-occurrence of any event, circumstance, development, state of facts, occurrence, change compliance or effect which would reasonably be expected, individually limit or in the aggregate, to result in a Material Adverse Effect; provided, that no such notification, nor the obligation to make such notification, shall otherwise affect the representations, warranties rights or covenants, or the conditions remedies available hereunder to the obligations ofParty receiving such notice. Seller shall consult with Parent, Sellerand consider reasonable requests made by Parent, regarding the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customers.

Notification of Certain Matters. Seller The Company shall promptly notify Buyer of (a) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, give prompt notice to the Knowledge of Seller, threatened, against Seller or Parent if any of its Subsidiaries relating to the Joe’s Business, following occurs after the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may be, date of this Agreement: (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (ci) any notice of, or other communication relating to, a material default or event thatEvent which, with notice or lapse of time or both, would become a material default under any Contract disclosed Material Contract; (or required to be disclosedii) on Section 4.05 receipt of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or other communication in writing from any Person person alleging that the consent Consent of such Person person is or may be required in connection with the transactions contemplated by this Agreement, other than a Consent disclosed pursuant to Section 3.5, 3.6 or 3.14(d)(ii) above or not required to be disclosed pursuant to the terms thereof; (fiii) receipt of any material notice or other communication from any Governmental Authority (including, but not limited to, the NASD, any securities exchange or the FCC) in connection with the transactions contemplated by this Agreement; (iv) the occurrence of any event, circumstance, development, state of facts, occurrence, change Event or effect Events which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expected, individually or in the aggregate, is reasonably likely to result in have a Company Material Adverse Effect; provided(v) the commencement or threat of any Litigation involving or affecting the Company or any Company Subsidiary, or any of their respective properties or assets, or, to its knowledge, any employee, agent, director or officer of the Company or any Company Subsidiary, in his or her capacity as such or as a fiduciary under a Benefit Plan of the Company, which, if pending on the date hereof, would have been required to have been disclosed in or pursuant to this Agreement or which relates to the consummation of the Merger, or any material development in connection with any Litigation disclosed by the Company in or pursuant to this Agreement or the Securities Filings; (vi) the occurrence of any Event that causes or is reasonably likely to cause a breach by the Company of any provision of this Agreement, and (vii) 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 Company Material Adverse Effect. If the Company receives an administrative or other order or notification relating to any violation or claimed violation of the rules and regulations of the FCC, or of any other Governmental Entity, that no such notificationcould affect Parent's, nor Merger Sub's or the obligation Company's ability to make such notification, shall affect consummate the representations, warranties or covenantstransactions contemplated hereby, or should the conditions Company become aware of any fact (including any change in law or regulations (or any interpretation thereof) by the FCC) that is reasonably likely to cause the FCC to withhold its consent to the obligations oftransfer of control of the Company FCC Licenses contemplated hereunder, Sellerthe Company shall promptly notify the Parent and the Company shall use reasonable best efforts to take such steps as may be necessary, to remove any such impediment of the Company to consummate the transactions contemplated by this Agreement.

Notification of Certain Matters. Seller The Company shall promptly notify Buyer of Parent in writing, and Parent shall promptly notify the Company in writing, of: (a) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may be, (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or other written communication from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the Offer, the Merger and the transactions contemplated hereby, (b) any written communication from any Governmental Entity in connection with the Offer, the Merger and the transactions contemplated hereby (other than such communications contemplated by this AgreementSection 7.7(a), which shall be governed by such Section) or (fc) any actions, claims, investigations, suits or proceedings commenced or, to the occurrence Knowledge of the Company or Parent, as applicable, threatened against the Company or any eventof its Subsidiaries (in the case of the Company) or Parent or any of its Subsidiaries (in the case of Parent) that are related to the Offer, circumstancethe Merger and the transactions contemplated hereby (including any transaction litigation brought by a stockholder of the Company or Parent, developmentas applicable). The Company shall give prompt notice to Parent, state and Parent shall give prompt notice to the Company, of facts, the occurrence, change or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstanceof which either party becomes aware, development, state of facts, occurrence, change or effect which would be reasonably likely to cause (i) any representation or warranty of such party contained in this Agreement that is qualified as to materiality to not be expectedtrue and accurate in any respect as if such representation or warranty were made at such time, individually or any such representation or warranty that is not so qualified to not be true and accurate in any material respect as if such representation were made at such time, or (ii) the aggregateCompany or Parent, as applicable, to result fail to comply with or satisfy in a Material Adverse Effectany material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, that no such notification, nor the obligation notification shall be deemed to make such notification, shall cure any breach or otherwise affect the representations, warranties warranties, covenants or covenants, agreements of the Company or the conditions to the obligations of, Sellerof the parties hereunder.

Notification of Certain Matters. Seller shall promptly notify Buyer Subject to applicable Law, the Company will give prompt notice to Parent and Merger Sub, and Parent and Merger Sub will give prompt notice to the Company, of (a) any fact, change, event or circumstance that has had or would reasonably be expected to have a Material Adverse Effect on the Company or prevent or materially impair the ability of Parent and Merger Sub to consummate the transactions, or which any Party would reasonably expect to cause or constitute a material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, to the Knowledge breach of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Businessrepresentations, the Purchased Assets warranties or the Assumed Liabilities, or Buyer, as the case may becovenants contained herein, (b) the occurrence or non-occurrence of any fact event the occurrence or event non-occurrence of which would be reasonably likely to cause any condition set forth in Article VII hereof not to the Merger to be satisfiedunsatisfied in any material respect at the Effective Time, (c) any notice ofmaterial failure of the Company or Parent and Merger Sub, as the case may be, or other communication relating toany officer, a default director, employee or Representative of the Company or Parent and Merger Sub, as applicable, to comply with or satisfy any covenant or agreement to be complied with or satisfied by it under this Agreement, and (d) the occurrence of any event thatwhich, with notice or without notice, lapse of time or both, would become reasonably be expected to constitute a default or breach on the part of Parent, Merger Sub or, to the Knowledge of Parent, any Debt Financing Source, under any Contract disclosed (or required to be disclosed) on Section 4.05 term of the Seller Disclosure Letter, (d) the occurrence Debt Commitment Letter or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to otherwise result in any representation portion of the Debt Financing contemplated thereby to be unavailable at the Closing; provided, however, that the delivery of any notice pursuant to this Section 6.4 will not limit or warranty made by Seller in otherwise affect the remedies available under this Agreement to be materially untrue or inaccurate, (e) any notice or other communication from any Person alleging that the consent of Party receiving such Person is or may be required in connection with the transactions contemplated by this Agreement, or (f) the occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; provided, that no such notification, nor the obligation to make such notification, shall affect the representations, warranties or covenants, or the conditions to the obligations of, Sellernotice.

Notification of Certain Matters. Seller From the date hereof and until the Closing, the Company shall promptly notify Buyer of give prompt written notice to the Purchaser of: (a) the occurrence, or failure to occur, of any event, which occurrence or failure would reasonably be expected to cause any representation or warranty contained in this Agreement or in any exhibit, schedule, certificate, document or written instrument attached hereto and made by the Company or its Subsidiaries to be untrue or inaccurate in any material actionsrespect; (b) any default, suitsthe written threat or commencement of any Action, claims or proceedings any development that occurs before the Closing, of which the Company has knowledge, that would reasonably be expected to result in connection with a Material Adverse Effect; (c) any failure of the transactions contemplated by this Agreement commenced orCompany, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating or any of their respective Affiliates, holders of Shares or officers or directors to the Joe’s Businesscomply with, the Purchased Assets perform or the Assumed Liabilitiessatisfy, in any respect, any covenant, condition or Buyer, as the case may be, (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not agreement to be satisfiedcomplied with, (c) performed by or satisfied by it under this Agreement or any notice ofexhibit, schedule, certificate, document or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, written instrument attached hereto; (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any written notice or other communication received by the Company from any Person person alleging that the consent of such Person person is or may be required in connection with the transactions contemplated by execution, delivery or performance of this Agreement, or the transactions contemplated herein; and (fe) any written notice or other communication received by the occurrence Company from any Governmental Entity in connection with this Agreement or the transactions contemplated herein; provided that such disclosure shall not be deemed to cure, or to relieve the Company and its Subsidiaries of any eventliability or obligation with respect to, circumstanceany breach of or failure to satisfy any representation, developmentwarranty, state of facts, occurrence, change covenant or effect which has had a Material Adverse Effect agreement or the occurrence or non-occurrence of to satisfy any event, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; provided, that no such notification, nor the obligation to make such notification, shall affect the representations, warranties or covenants, or the conditions to the obligations of, Sellercondition hereunder.

Notification of Certain Matters. Seller The Company shall promptly notify Buyer give prompt notice to Parent, and Parent shall give prompt notice to the Company, after it becomes aware of (a) the occurrence, or non-occurrence of any event whose occurrence, or non-occurrence would be likely to cause (i) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material actionsrespect at any time from the date hereof to the Effective Time, suits(ii) any condition set forth in Annex I or II to be unsatisfied at any time from the date hereof to the Purchase Date, claims or proceedings (iii) any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied; and (b) any failure by the Company to comply in all material respects with any of its covenants or agreements hereunder; provided, however, that the delivery of any notice pursuant to this Section 6.05 shall not limit or otherwise affect (1) the right of Parent to terminate this Agreement pursuant to Section 8.01, or (2) any other remedies available to Parent under Article VIII of this Agreement. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any notice or other communication received by such party from any Governmental Authority in connection with the transactions contemplated by this Agreement commenced or, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may be, (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereunder, 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 and (ii) any actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the transactions contemplated by this Agreement, or (f) the occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; provided, that no such notification, nor the obligation to make such notification, shall affect the representations, warranties or covenants, or the conditions to the obligations of, Seller.

Notification of Certain Matters. Seller Company shall promptly notify Buyer give prompt notice to ------------------------------- Parent of (i) the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which would be likely to cause (a) any material actions, suits, claims representation or proceedings warranty of the Company that is not qualified by materiality contained in connection with the transactions contemplated by Article V of this Agreement commenced or, to be untrue or inaccurate in any material respect at or prior to the Knowledge consummation of Seller, threatened, against Seller the Offer or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may be, (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made of the Company that is qualified by Seller materiality contained in Article V of this Agreement to be materially untrue or inaccurateinaccurate in any respect at or prior to the consummation of the Offer, and (eii) any notice failure of the Company to comply with or other communication from satisfy in any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreementmaterial respect any covenant, condition, or (f) agreement to be complied with or satisfied by the occurrence of Company hereunder. Company shall give prompt notice to Parent if there occurs any event, circumstance, development, state of facts, occurrence, change or effect event which has had a Material Adverse Effect resulted in or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which would is reasonably be expected, individually or in the aggregate, likely to result in a Material Adverse Effect; providedEffect on the Company or, subject to the fiduciary duties of the board of directors of the Company, will prevent or result in a third party materially delaying the consummation of the Offer or the Merger. The Company shall provide to Parent copies of all filings made by the Company with any Governmental Entity in connection with this Agreement and the transactions contemplated hereby. Parent shall give prompt notice to Company of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause (a) any representation or warranty of Parent or Newco that no is not qualified by materiality contained in Article IV of this Agreement to be untrue or inaccurate in any material respect at or prior to the consummation of the Offer or (b) any representation or warranty of the Parent or Newco that is qualified by materiality contained in Article IV of this Agreement to be untrue or inaccurate in any respect at or prior to the consummation of the Offer and (ii) any failure of Parent to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by Parent hereunder. Parent shall give prompt notice to the Company if there occurs any event which has resulted in or is reasonably likely to result in a Material Adverse Effect on Parent or will prevent or result in a third party materially delaying the consummation of the Offer or the Merger. The Company shall provide to Parent copies of all filings made by the Company with any Governmental Entity in connection with this Agreement and the transactions contemplated hereby. Parent shall provide to the Company copies of all filings made by Parent with any Governmental Entity in connection with this Agreement and the transactions contemplated hereby. The delivery of any notice pursuant to this Section shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notificationnotice, nor (ii) modify the obligation to make such notificationconditions set forth in Articles VIII and IX, shall or (iii) limit or otherwise affect the representations, warranties or covenants, or the conditions remedies available hereunder to the obligations of, Sellerparty receiving such notice.

Notification of Certain Matters. Seller shall promptly notify Buyer From and after the date hereof and until the earlier to occur of (a) any material actions, suits, claims the Closing or proceedings in connection with the transactions contemplated by termination of this Agreement commenced orin accordance with Section 8.1, Parent shall give prompt notice to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating Company and the Company shall give prompt notice to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or BuyerParent, as the case may be, (b) of the occurrence, or failure to occur, of any event, which occurrence or non-occurrence of any fact or event which would be failure to occur is reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (ca) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosedi) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller of such Party contained in this Agreement that is qualified as to “materiality”, “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 materially untrue or inaccurateinaccurate in any material respect, in each case at any time from and after the date hereof until the Closing or (eb) 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, from and after the date hereof and until the earlier to occur of the Closing or the termination of this Agreement in accordance with Section 8.1, Parent shall give prompt notice to the Company and the Company shall give prompt notice to Parent, as the case may be, of (x) any change or event having, or which would be reasonably expected to have, a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, or which would be reasonably expected to result in the failure of, or material delay of the satisfaction of, any of the conditions set forth in Section 7.1, Section 7.2 or Section 7.3 or (y) any written notice or other written communication from any Governmental Entity in connection with this Agreement, the Related Agreements, the Merger or the other transactions contemplated hereby or thereby, or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated by this Agreementhereby. Notwithstanding the above, or (f) the occurrence delivery of any event, circumstance, development, state of facts, occurrence, change notice pursuant to this Section 6.3 will not limit or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; provided, that no such notification, nor the obligation to make such notification, shall otherwise affect the representations, warranties warranties, covenants or covenantsagreements of the Parties, the remedies available hereunder to the Party receiving such notice or the conditions to such Party’s obligation to consummate the obligations ofMerger. This Section 6.3 shall not constitute a covenant, Selleragreement or obligation of the Company for purposes of Section 8.1(d)(i) or Section 7.2(b).

Notification of Certain Matters. Seller Each of the parties shall promptly notify Buyer ------------------------------- give prompt notice to the other party, of (ai) the discovery of a fact or facts of which the notifying party has actual knowledge which cause any material actionsof the representations, suitswarranties or statements made by it or him or in an any exhibit, claims schedule or proceedings in connection with the transactions contemplated by other document delivered pursuant to this Agreement commenced orAgreement, to be false or misleading or omit any facts necessary in order to make such representations, warranties or statements not false or misleading; (ii) the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilitiesoccurrence, or Buyerfailure to occur, as the case may be, (b) the of any event which occurrence or non-occurrence of any fact or event which failure would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller them in this Agreement to be materially untrue or inaccurate, inaccurate any time from the date of this Agreement to the Closing Date; and (eiii) any notice failure of the notifying party to comply with or other communication satisfy any covenant, condition or agreement to be complied with or satisfied by it or him hereunder. Each party hereto shall use all reasonable efforts to remedy any failure on its or his part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or him/her hereunder. During the period from the date of this Agreement to the Closing Date, Sellers will promptly notify Buyer of any Person alleging that material change in, or outside of, the consent Ordinary Course of Business of the Company, the Business or the Purchased Assets and of any Governmental or Regulatory Authority complaints, investigative hearings, or the institution, threat (to the extent Sellers has or should have Knowledge of such Person is threat) or may be required settlement of litigation, in each case involving an amount in excess of $5,000 and relating to the Company, the Business or the Purchased Assets, and shall keep Buyer fully informed in reasonable detail of such events. Sellers shall not enter into any settlements over $5,000 in connection with any such litigation without the transactions contemplated by this Agreement, or (f) the occurrence prior written consent of any event, circumstance, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; provided, that no such notification, nor the obligation to make such notification, shall affect the representations, warranties or covenants, or the conditions to the obligations of, SellerBuyer.

Notification of Certain Matters. Seller The Company shall promptly notify Buyer of Parent in writing, and Parent shall promptly notify the Company in writing, of: (a) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may be, (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or other written communication from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the Offer, the Merger and the transactions contemplated hereby, (b) any written communication from any Governmental Entity in connection with the Offer, the Merger and the transactions contemplated hereby (other than such communications contemplated by this AgreementSection 7.7, which shall be governed by such Section) or (fc) any actions, claims, investigations, suits or proceedings commenced or, to the occurrence Knowledge of the Company or Parent, as applicable, threatened against the Company or any eventof its Subsidiaries (in the case of the Company) or Parent or any of its Subsidiaries (in the case of Parent) that are related to the Offer, circumstancethe Merger and the transactions contemplated hereby (including any transaction litigation brought by a stockholder of the Company or Parent, developmentas applicable). The Company shall give prompt notice to Parent, state and Parent shall give prompt notice to the Company, of facts, the occurrence, change or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which would be reasonably likely to cause (i) any representation or warranty of such party contained in this Agreement that is qualified as to materiality to not be expectedtrue and accurate in any respect as if such representation or warranty were made at such time, individually or any such representation or warranty that is not so qualified to not be true and accurate in any material respect as if such representation were made at such time, or (ii) the aggregateCompany or Parent, as applicable, to result fail to comply with or satisfy in a Material Adverse Effectany material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, that no such notification, nor the obligation notification shall be deemed to make such notification, shall cure any breach or otherwise affect the representations, warranties warranties, covenants or covenants, agreements of the Company or the conditions to the obligations of, Sellerof the parties hereunder.

Notification of Certain Matters. Seller Purchasers, on the one hand, and Sellers on the other hand, shall use their respective commercially reasonable efforts to promptly notify Buyer each other of (ai) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, to the Knowledge of SellerSellers or the Knowledge of Purchasers, threatened, against Seller or any of its Subsidiaries relating to the Joe’s BusinessSellers, the Purchased Assets Subject Companies or the Assumed Liabilities, or BuyerPurchasers, as the case may be, ; (bii) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof VI not to be satisfied, ; (ciii) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed Company Contract; (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (div) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to could result in any representation or warranty made by Seller Sellers or Purchasers, as the case may be, in this Agreement or in any schedule, exhibit or certificate or delivered herewith, to be materially untrue or inaccurate, ; (ev) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, ; or (fvi) the occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expectednot, individually or in the aggregate, to result in a Material Adverse Effect; provided, however, that no such notification, nor the obligation to make such notification, notification shall affect the representations, warranties warranties, covenants or covenants, agreements of the Parties (or remedies with respect thereto) or the conditions to the obligations ofof the Parties under this Agreement; provided, Sellerfurther that a breach of this Section 5.7 shall not be considered for purposes of determining the satisfaction of the closing conditions set forth in Article VI or give rise to a right of termination under Article VII or a right to indemnification under Article VIII if the underlying breach or breaches with respect to which the other party failed to give notice would not result in the failure of the closing conditions set forth in Article VI or would not result in the ability of such non-breaching Party to terminate this Agreement or to obtain indemnification, as the case may be.

Notification of Certain Matters. Seller Belden shall promptly notify Buyer give prompt notice to CDT, and CDT shall give prompt notice to Belden, of (a) the occurrence, or failure to occur, of any event, which occurrence or failure to occur would reasonably be likely to cause (i) any representation or warranty of such party contained in this Agreement that is qualified as to "materiality" or "Material Adverse Effect" to be untrue or inaccurate in any respect or (ii) any other representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material actionsrespect, suits, claims or proceedings in connection with each case at any time from and after the transactions contemplated by date of this Agreement commenced oruntil the Effective Time, to (b) any material failure of Belden and the Knowledge of Seller, threatened, against Seller Merger Sub or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or BuyerCDT, as the case may be, (b) the occurrence or non-occurrence of any fact officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (c) any event occurring on or after the date hereof that would have been required to be disclosed pursuant to Article III or IV had such event occurred prior to the execution hereof, or (d) any change in circumstances regarding CDT or Belden, as the case may be, that comes to the attention of any person included in the definition of the term "Knowledge," that would require disclosure regarding controls and procedures in such party's periodic reports filed under the Exchange Act that is materially more negative than that included in such party's most recently filed periodic report. In addition, Belden shall give prompt notice to CDT and CDT shall give prompt notice to Belden of any change or event having, or which would reasonably be likely to have, a Material Adverse Effect on such party or which would be reasonably likely to cause result in the failure of any condition of the conditions set forth in Article VII hereof not to be satisfied. Each of the parties shall give prompt written notice to the other party of any material correction to any of the CDT SEC Documents or the Belden SEC Documents, (c) as the case may be, from and after the date hereof. Notwithstanding the above, the delivery of any notice of, pursuant to this Section 6.15 will not limit or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, or (f) the occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; provided, that no such notification, nor the obligation to make such notification, shall otherwise affect the representations, warranties or covenants, remedies available hereunder to the party receiving such notice or the conditions to such party's obligation to consummate the obligations of, SellerMerger.

Notification of Certain Matters. Seller The Company shall promptly notify Buyer give prompt notice to Parent and Acquisition, and Parent and Acquisition shall give prompt notice to the Company, of the status of matters relating to completion of the transactions contemplated hereby, including (ai) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time, (ii) any material actionsfailure of the Company, suits, claims Parent or proceedings in connection with the transactions contemplated by this Agreement commenced or, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or BuyerAcquisition, as the case may be, (b) the occurrence to comply with or non-occurrence of satisfy any fact covenant, condition or event which would be reasonably likely to cause any condition set forth in Article VII hereof not agreement to be satisfiedcomplied with or satisfied by it hereunder, (ciii) any notice of, or other communication relating to, a default or event thatwhich, with notice or lapse of time or both, would become a default 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 disclosed (contract or required agreement material to be disclosed) on Section 4.05 the financial condition, properties, businesses or results of the Seller Disclosure Letteroperations of it and its subsidiaries taken as a whole to which it or any of its subsidiaries is a party or is subject, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (eiv) any notice or other communication from any Person third party or Governmental Entity with respect to the Merger or the other transactions contemplated hereby or alleging that the consent of such Person third party or Governmental Entity is or may be required in connection with the Merger or the other transactions contemplated by this Agreement, or (fv) 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; PROVIDED, HOWEVER, that the occurrence delivery of any event, circumstance, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect or the occurrence notice pursuant to this Section 4.11 shall not cure such breach or non-occurrence of any event, circumstance, development, state of facts, occurrence, change compliance or effect which would reasonably be expected, individually limit or in the aggregate, to result in a Material Adverse Effect; provided, that no such notification, nor the obligation to make such notification, shall otherwise affect the representations, warranties or covenants, or the conditions remedies available hereunder to the obligations of, Sellerparty receiving such notice.

Notification of Certain Matters. Seller The Company shall promptly notify give prompt notice to Buyer, and Buyer of shall give prompt notice to the Company, (a) of any material actions, suits, claims event or proceedings in connection with the transactions contemplated by this Agreement commenced or, to the Knowledge of Seller, threatened, against Seller or matter that has caused any of its Subsidiaries relating representations, warranties, covenants or agreements in this Agreement or in any Ancillary Agreement to be inaccurate in any material respect (provided, that the Joe’s Businessfailure to provide such notice shall not in and of itself result in the failure of a closing condition, it being understood and agreed that the Purchased Assets or underlying inaccuracy may result in the Assumed Liabilities, or Buyer, as the case may befailure of a closing condition), (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse receipt of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or other communication received by such party (or, in the case of the Company, by the Depositor, any Securitization Trust or any Other Securitization Trust) from any Person Governmental Authority, any party to a Securitization Basic Document or an Other Securitization Basic Document, any holder of, or holder of a beneficial interest in, any note issued under a Securitization Indenture or an Other Securitization Indenture, any issuer of a Student Loan Insurance Policy or any Rating Agency in connection with this Agreement, the Related Transaction Agreements or the Transactions, or from any person alleging that the consent of such Person person is or may be required in connection with herewith or therewith, and (c) upon becoming aware of any Proceedings commenced or, to such party’s knowledge, threatened against or involving such party or any of its Subsidiaries which relate thereto. Without limiting the transactions contemplated foregoing, the Company shall give prompt notice to Buyer, upon becoming aware of (i) any default or breach or failure to perform any obligation by this Agreement, any party to a Securitization Basic Document or Other Securitization Basic Document or (fii) receipt by it or by the occurrence Depositor, any Securitization Trust or any Other Securitization Trust of any event, circumstance, development, state of facts, occurrence, change written notice or effect which has had a Material Adverse Effect or communication from any person asserting the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; provided, that no such notification, nor the obligation to make such notification, shall affect the representations, warranties or covenants, or the conditions to the obligations of, Sellersame.

Notification of Certain Matters. During the period following the date of the Original Agreement until the earlier of the Closing Date and the termination of this Amended Agreement pursuant to its terms, each of Seller and Purchaser shall promptly notify Buyer give prompt notice to the other party upon receiving Knowledge of (a) any material actionsnotices, suitscomplaints, claims investigations or proceedings in connection hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities with respect to the transactions contemplated hereby or by this Agreement commenced or, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may beAncillary Agreements, (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, written notices or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or other communication written communications from any Person third Persons alleging that the consent of such Person is or may be required with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in connection with each case, to the transactions contemplated by this Amended Agreement, or (fd) the occurrence of any material event, circumstance, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which that would reasonably be expected, individually expected to give rise to a failure of a condition precedent set forth in Article IX or in that would otherwise reasonably be expected to prevent or materially delay the aggregate, to result in a Material Adverse Effectconsummation of the transactions contemplated by this Amended Agreement; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification, nor the obligation notification or failure to make such notification, notification shall affect the representations, warranties warranties, covenants or covenants, agreements of the parties herein or the conditions to the obligations ofof the parties hereunder or constitute, Sellerin and of itself, a breach giving rise to the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of the Original Agreement, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfied.

Notification of Certain Matters. Seller Parent, Holdco, Xxxxxxxx and Purchaser shall promptly notify Buyer of (a) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, give prompt notice to the Knowledge of Seller, threatened, against Seller or Company if any of its Subsidiaries relating to the Joe’s Business, following occur after the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may be, date of this Agreement: (bi) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller Parent, Holdco, Xxxxxxxx or Purchaser in this Agreement is untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time; (ii) there has been a material failure of Parent, Holdco, Xxxxxxxx or Purchaser or any of their respective representatives to comply with or satisfy any covenant, condition or agreement to be materially untrue complied with or inaccurate, satisfied by it or them hereunder; (eiii) receipt of any notice or other communication in writing from any Person third party alleging that the consent Consent of such Person third party is or may be required in connection with the transactions contemplated by this Agreement or the Transaction Documents, provided that such Consent would have been required to have been disclosed in this Agreement; (iv) receipt of any material notice or other communication from any Governmental Authority (including, but not limited to, the NASD) in connection with the transactions contemplated by this Agreement or the Transaction Documents; (fv) the occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect an event which would reasonably be expected, individually or in the aggregate, expected to result in have a Purchaser Material Adverse Effect; providedor (vi) the commencement or threat of any Litigation involving or affecting Parent, that no Xxxxxxxx or any of their respective subsidiaries, or any of their respective properties or assets, or, to its knowledge, any employee, agent, director or officer, in his or her capacity as such, of Parent, Xxxxxxxx or any of their respective subsidiaries which, if pending on the date hereof, would have been required to have been disclosed in this Agreement or which relates to the consummation of the Offer or the Merger. No such notification, nor notice to the obligation Company shall have any effect on the determination of whether or not any of the conditions to make such notification, shall affect Closing or to the consummation of the Offer have been satisfied or in determining whether or not any of the representations, warranties or covenants, or the conditions to the obligations of, Sellercovenants contained in this Agreement have been breached.

Notification of Certain Matters. Seller shall promptly notify Buyer of Between the date hereof and the Closing, each party to this Agreement will give prompt notice in writing to the other party hereto of: (ai) any material actionsinformation that indicates that any representation and warranty of such party contained herein was not true and correct as of the date made or will not be true and correct as of the Closing, suits(ii) the occurrence of any event which could result in the failure to satisfy a condition specified in ARTICLE 6 or ARTICLE 7 hereof, claims as applicable, (iii) any notice or proceedings other communication from any third person alleging that the consent of such third person is or may be required in connection with the transactions contemplated by this Agreement commenced orAgreement, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as and (iv) in the case may beof the Stockholder and the Company, (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a any default or event thatwhich, with notice or lapse of time or both, would become a default under any Contract disclosed Company Agreement set forth on SCHEDULE 2.15. The Company and the Stockholder will (x) promptly advise UAG of any event that has, or could reasonably be expected in the future to have, a Material Adverse Effect on the Company, (y) confer on a regular and frequent basis with one or more designated representatives of UAG to report operational matters and to report the general status of ongoing operations, and (z) notify UAG of any emergency or other change in the normal course of business or relating to the Real Property or Improvements of the Company and of any governmental complaints, investigations or hearings (or required communications indicating that the same may be contemplated) or adjudicatory proceedings involving the Company, the Real Property or the Improvements and will keep UAG fully informed of such events and permit UAG's representatives access to be disclosed) on Section 4.05 all materials prepared in connection therewith. The Stockholder shall give prompt notice to UAG of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or other communication from any Person alleging that third person asserting any right, title or interest in any of the consent of such Person is or may be required in connection with Shares held by the transactions contemplated by this AgreementStockholder (including, without limitation, any threat to commence, or (fnotice of the commencement of any action or other proceeding with respect to the Shares) or the occurrence of any event, circumstance, development, state other event of facts, occurrence, change or effect which such Stockholder has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect knowledge which would reasonably be expected, individually or in the aggregate, to could result in a Material Adverse Effect; provided, that no such notification, nor any failure to consummate the obligation to make such notification, shall affect sale of the representations, warranties or covenants, or the conditions to the obligations of, SellerShares as contemplated hereby.

Notification of Certain Matters. Seller shall promptly notify Buyer of Subject to applicable Law, (a) any material actionsthe Company shall give prompt notice to Acquiror, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, and Acquiror shall give prompt notice to the Knowledge Company, of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may be, (b) the occurrence or non-occurrence of any fact event or event circumstance whose occurrence or non-occurrence would be reasonably likely to cause either (i) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Effective Time or (ii) any condition to the Merger to be unsatisfied at the Effective Time and (b) the Company shall give prompt notice to Acquiror, and Acquiror shall give prompt notice to the Company, of any failure of the Company, Acquiror, Acquisition Sub or any officer, director, employee, agent or representative of the Company, Acquiror or Acquisition Sub, as applicable, to comply with or satisfy any covenant or agreement to be complied with or satisfied by it under this Agreement, which failure would be reasonably likely to cause any condition set forth in Article VII hereof not to the Merger to be satisfied, unsatisfied at the Effective Time and (c) the Company shall give prompt notice to Acquiror, and Acquiror shall give prompt notice to the Company, of any substantive communication from any Governmental Entity regarding any material Action commenced or, to the Knowledge of the Company or Acquiror, as applicable, threatened, with respect to the Transactions against Acquiror, the Company or any of their respective Subsidiaries, properties or assets, officers, directors or employees, and each of Acquiror and the Company shall permit the other party to review and discuss in advance, and consider in good faith the views of the other party in connection with, and a reasonable opportunity to participate in any proposed communication with any Governmental Entity with respect to such an Action; provided, however, that the delivery of any notice of, pursuant to this Section 6.4 shall not limit or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default otherwise affect the remedies available under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) the party receiving such notice. The Company and Acquiror shall each promptly notify the other of any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, or (f) Transactions. The Company and Acquiror shall each promptly notify the occurrence other of any event, circumstance, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expected, individually or in the aggregateActions commenced or, to result in a Material Adverse Effect; providedits Knowledge, that no threatened against, relating to or involving or otherwise affecting such notification, nor the obligation to make such notification, shall affect the representations, warranties party or covenants, or the conditions any of its Subsidiaries which relate to the obligations of, Sellerconsummation of the Transactions.

Notification of Certain Matters. Each of the Company and the Seller shall promptly notify Buyer give prompt notice to the others (and, if in writing, furnish copies of) if any of the following occurs during the Pre-Closing Period: (a) there has been a material failure on the part of the party providing the notice to comply with or satisfy any material actionscovenant, suits, claims condition or proceedings in connection agreement to be complied with the transactions contemplated or satisfied by this Agreement commenced or, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may be, it hereunder; (b) the occurrence or non-occurrence receipt of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or other communication in writing from any third Person alleging that the consent of such third Person is or may be required in connection with the transactions contemplated by this Agreement, ; (c) receipt of any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (fd) the occurrence discovery of any eventfact or circumstance that, circumstance, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any eventevent the occurrence or non-occurrence of which, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expectedexpected to cause or result in any of the conditions to the Exchange set forth in Article VII not being satisfied or the satisfaction of any of those conditions being materially delayed; or (e) the commencement or threat, individually in writing, of any Action against any party hereto or any of its Affiliates, or any of their respective properties or assets, or, to the knowledge of the Company and the Seller, as applicable, any officer, director or partner, in his or her capacity as such of the Company or the Seller, as applicable, or any of their Affiliates with respect to the consummation of the Exchange. No such notice to any party hereto shall constitute an acknowledgement or admission by such 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 the aggregate, to result in a Material Adverse Effect; provided, that no such notification, nor the obligation to make such notification, shall affect determining whether or not any of the representations, warranties or covenantscovenants contained in this Agreement have been breached. Moreover, no information or knowledge obtained by any party hereto pursuant to this Section 6.3 will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of, Sellerof the parties hereto to consummate the Exchange.

Notification of Certain Matters. Seller The Company shall promptly notify Buyer of (a) any material actionsgive prompt notice to Parent and Purchaser, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, and Parent and Purchaser shall give prompt notice to the Knowledge Company, of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may be, (b) the occurrence or non-occurrence of any fact event whose occurrence or event which non-occurrence, as the case may be, would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller contained in this Agreement to be materially untrue or inaccurateinaccurate as if made as of any time prior to the Effective Time, such that the conditions set forth in Annex I or Article VII may not be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.1 shall not (ea) limit or otherwise affect the remedies available hereunder to the party receiving such notice or the representations or warranties of the parties, or the conditions to the obligations of the parties hereto or (b) cure any breach of, or noncompliance with, any other provision of this Agreement. Furthermore, the Company shall give prompt notice to Parent and Purchaser, and Parent and Purchaser shall give prompt notice to the Company, of (i) any notice or other communication received by such party from any Governmental Entity in connection with this Agreement, the Merger or the Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by Merger or the Transactions, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent or the consummation of the Transactions and (ii) any actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party which relate to this Agreement, or (f) the occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect Merger or the occurrence Transactions. Without limiting the foregoing, the Company shall keep Parent apprised of all developments (whether beneficial or nonadverse) with respect to regulatory matters, including on-occurrence of going remediation and other efforts concerning the FDA or any eventother Governmental Entity, circumstanceand any other inquiries, development, state of facts, occurrence, change investigations or effect which would reasonably be expected, individually or litigation set forth in the aggregateCompany Disclosure Letter, including the status thereof and any changes thereto. The Company shall also provide Parent with copies of internal reports, financial data and interim results as prepared in the ordinary course by Company personnel for review by senior management contemporaneously with circulation of such materials to result in a Material Adverse Effect; provided, that no such notification, nor the obligation to make such notification, shall affect the representations, warranties or covenants, or the conditions to the obligations of, Sellersenior management.

Notification of Certain Matters. Seller Each of Gart and the Company shall promptly notify Buyer of give prompt notice to the other of: (a) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may be, (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default default, received by it or any of its Subsidiaries subsequent to the date hereof and prior to the Effective Time, under any Contract disclosed material to the financial condition, properties, business or results of operations of such party taken as a whole to which such party, or any Subsidiary of such party, is a party or is subject; and (b) any material adverse change in the condition (financial or required to be disclosed) on Section 4.05 other), properties, assets, business, results of the Seller Disclosure Letteroperations or prospects of it and its Subsidiaries taken as a whole, (d) or the occurrence or existence of any factevent that, circumstance or event so far as reasonably can be foreseen at the time of which Seller obtain Knowledge which would its occurrence, is reasonably be likely to result in any representation or warranty made by Seller in this Agreement such change. Each of Gart and the Company shall give prompt notice to be materially untrue or inaccurate, (e) the other party of any notice or other communication from any Person third party alleging that the consent of such Person third party is or may be required in connection with the transactions contemplated by this Agreementhereby. In the event that, or (f) at any time prior to the occurrence Closing, the Company becomes aware of any eventmatter that, circumstanceif existing or known as of the date hereof, developmentwould have been required to be set forth or described in the Company Disclosure Schedule or would otherwise have rendered any representation or warranty of the Company or any of its Subsidiaries set forth herein false, state the Company shall promptly provide written notice of factssuch matters to Gart. In the event that, occurrenceat any time prior to the Closing, change or effect which has had a Material Adverse Effect or the occurrence or non-occurrence Gart becomes aware of any eventmatter that, circumstanceif existing or known as of the date hereof, development, state of facts, occurrence, change would have been required to be set forth or effect which would reasonably be expected, individually or described in the aggregateGart Disclosure Schedule or would otherwise have rendered any representation or warranty of Gart or any of its Subsidiaries set forth herein false, Gart shall promptly provide written notice of such matters to result in a Material Adverse Effect; providedthe Company. However, that no such notificationnotice provided under this Section 7.16 shall be deemed to cure any breach of any representation or warranty made herein, nor the obligation to make such notification, shall affect the representations, warranties whether for purposes of determining whether or covenants, or not the conditions to the obligations of, Sellerset forth in Article 8 have been satisfied or otherwise.

Notification of Certain Matters. Seller The Company shall promptly notify Buyer give prompt notice to Newco of (a) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may be, (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a default or event thatwhich, with notice or lapse of time or both, would become a default 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 disclosed (material to the business, properties, assets, results of operations or required to be disclosed) on Section 4.05 financial condition of the Seller Disclosure LetterCompany and its Subsidiaries taken as a whole to which it or any of its Subsidiaries is a party or is subject, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (eb) any notice or other communication from any Person third party alleging that the consent of such Person third party is or may be required in connection with the transactions contemplated by this Agreement, (c) any events which have had or (f) the occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which would be reasonably be expectedexpected to have, individually or in the aggregate, to result in a Company Material Adverse EffectEffect or (d) the occurrence or existence of any event which would make, or would be reasonably expected to make, with the passage of time or otherwise, any representation or warranty of the Company contained herein untrue such that the closing condition set forth in Section 7.2(a) would not be satisfied; provided, however, that no the delivery of notice pursuant to this Section 6.10 shall not be deemed to modify the representations and warranties of the Company hereunder. Newco shall give prompt notice to the Company of (a) any notice or other communication from any third party alleging that the consent of such notificationthird party is or may be required in connection with the transactions contemplated by this Agreement, nor (b) the obligation occurrence of any event or events which have had or would be reasonably expected to make such notificationhave, shall affect individually or in the representationsaggregate, warranties a Newco Material Adverse Effect or covenants(c) the occurrence or existence of any event which would make, or would be reasonably expected to make, with the conditions passage of time or otherwise, any representation or warranty contained herein untrue such that the closing condition set forth in Section 7.3(a) would not be satisfied; provided, however, that the delivery of notice pursuant to this Section 6.10 shall not be deemed to modify the obligations of, Sellerrepresentations and warranties of the Newco hereunder.

Notification of Certain Matters. Seller MITI shall promptly notify Buyer of give prompt written ------------------------------- notice to Actava, Orion and Sterling specifying in reasonable detail: (a) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may be, (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (ci) any notice of, or other communication relating to, a default or event thatwhich, with notice or lapse of time or both, would become a default under any Contract disclosed agreement, indenture or instrument material to the business, assets, property, condition (financial or required otherwise) or the results of operations of MITI, its United States subsidiaries or any Joint Venture Entity, taken as a whole, to be disclosed) on Section 4.05 which MITI, any of the Seller Disclosure Letter, its United States subsidiaries or any Joint Venture Entity is a party or is subject; (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (eii) any material notice or other communication from any Person third party alleging that the consent of such Person third party is or may be required in connection with the transactions contemplated by this Agreement including the Mergers; (iii) any material notice or other communication from any regulatory authority in connection with the transactions contemplated by this Agreement; (iv) any event which has a MITI Material Adverse Effect, or (f) the occurrence of any eventan event which, circumstance, development, state so far as reasonably can be foreseen at the time of facts, its occurrence, change or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expected, individually or in the aggregate, to result in a any MITI Material Adverse Effect; provided(v) any claims, that no such notificationactions, nor proceedings or investigations commenced or, to MITI's knowledge, threatened, involving or affecting MITI, any of its United States subsidiaries or any Joint Venture Entity or any of their respective property or assets, or, to MITI's knowledge, any employee, consultant, director or officer, in his or her capacity as such, of MITI or any of its subsidiaries which, if pending on the obligation date hereof, would have been required to make such notification, shall affect the representations, warranties have been disclosed in a Schedule pursuant to this Agreement or covenants, or the conditions which relates to the obligations of, Sellerconsummation of the MITI Merger; and (vi) any event or action which if known on the date hereof (a) would have caused a representation or warranty set forth in Article 6 hereof to be untrue or incomplete or incorrect in any material respect or (b) would have been required to have been disclosed in a Schedule pursuant to this Agreement.

Notification of Certain Matters. Seller From the date hereof to the Acceptance Date, the Company shall promptly notify Buyer give prompt notice to Parent, and each of Parent and Merger Sub shall give prompt notice to the Company, of (a) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may be, (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (ei) any notice or other communication received by such party from any Governmental Authority in connection with the Offer, the Merger or the transactions contemplated thereby or from any Person alleging that the consent of such Person is or may be required in connection with the Offer, the Merger or the other transactions contemplated by this Agreementthereby 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 transactions contemplated thereby, (ii) any actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Offer, the Merger or the other transactions contemplated thereby, (iii) to the knowledge of the Company, the occurrence, or (f) the occurrence failure to occur, of any event, circumstance, development, state event which occurrence or failure would be likely to cause any representation or warranty contained in this Agreement and required to be made by the notifying party to be untrue or inaccurate such that the condition in paragraph (b)(ii) of facts, occurrence, change or effect which has had a Material Adverse Effect Annex I would not be satisfied or the occurrence Company would have a termination right under Section 8.01(d)(ii), as the case may be and (iv) any failure to comply with or non-occurrence satisfy a covenant, condition or agreement to be complied with or satisfied by it hereunder, such that the condition in paragraph (b)(ii) of any event, circumstance, development, state of facts, occurrence, change or effect which Annex I would reasonably not be expected, individually or in the aggregate, to result in a Material Adverse Effect; provided, that no such notification, nor the obligation to make such notification, shall affect the representations, warranties or covenants, satisfied or the conditions to Company would have a termination right under Section 8.01(d)(ii), as the obligations of, Sellercase may be.

Notification of Certain Matters. Seller Each of Target and Acquiror shall promptly notify Buyer give immediate notice to the other 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) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, to the Knowledge receipt of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may be, (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a default default, or event that, which with notice or lapse of time or both, both would become a default default, under any Contract disclosed Material Contract; (or required to be disclosedb) on Section 4.05 receipt of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or other communication in writing from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, or ; (fc) the occurrence receipt of any event, circumstance, development, state of facts, occurrence, change notice or effect which has had a Material Adverse Effect or other written communication from any Governmental Entity in connection with the transactions contemplated by this Agreement; (d) the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change fact or effect event which would reasonably be expected, individually expected to cause any condition hereunder not to be or 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 a material 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 aggregateinaccuracy in any representation or warranty of such party in this Agreement; and (h) the occurrence of any event that, had it occurred prior to result in the date of this Agreement without any additional disclosure hereunder, would have constituted a Material Adverse EffectEffect of Target or Acquiror; provided, that no the delivery of any notice by any party pursuant to this provision shall not modify any representation or warranty of such notificationparty, nor the obligation to make such notification, shall cure any breaches thereof or limit or otherwise affect the representations, warranties rights or covenants, or the conditions remedies available hereunder to the obligations of, Sellerother 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 or warranties of the party disclosing such information.

Notification of Certain Matters. Seller The Company shall promptly notify Buyer of give prompt notice to Parent of: (a) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may be, (bi) the occurrence or non-occurrence nonoccurrence of any fact or event which would be reasonably likely to cause any condition the failure of either of the conditions set forth in Article VII hereof not Section 7.2(a) or Section 7.2(b) to be satisfied, met as of any time during the Interim Period; (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (dii) the occurrence Company’s or existence any Company Subsidiary’s receipt of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or other communication from any Person third party alleging that the consent of such Person third party is or may be required in connection with the transactions contemplated by this Agreement, including the Merger (unless such consent has been previously identified on Schedule 3.3 of the Company Disclosure Schedule); or (fiii) the occurrence existence of any event, circumstance, development, state of facts, occurrence, change facts or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which circumstances that would reasonably be expected, individually or in the aggregate, expected to result in a Company Material Adverse Effect. Parent shall give prompt notice to the Company of: (x) the occurrence or nonoccurrence of any event which would be likely to cause the failure of either of the conditions set forth in Section 7.1(a) or Section 7.1(b) to be met as of any time during the Interim Period; provided(y) Parent’s or any Parent Subsidiary’s receipt of 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, including the Merger (unless such consent has been previously identified on Schedule 4.3 of the Parent Disclosure Schedule); or (z) the existence of any facts or circumstances that no such notification, nor the obligation would reasonably be expected to make such notification, result in a Parent Material Adverse Effect. The delivery of any notice pursuant to this Section 5.11 shall not limit or otherwise affect the representationsremedies available hereunder to the party receiving such notice nor be deemed to have amended any of the disclosures set forth in the Company Disclosure Schedule or Parent Disclosure Schedule, as applicable, to have qualified the representations and warranties contained herein or covenantsto have cured any misrepresentation or breach of a representation or warranty that otherwise might have existed hereunder by reason of such material development. No disclosure after the date of this Agreement of the untruth of any representation and warranty made in this Agreement will operate as a cure of any breach of the failure to disclose the information, or the conditions to the obligations of, Sellerof any untrue representation or warranty made herein.

Notification of Certain Matters. Seller Agribrands shall promptly notify Buyer of (a) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, give prompt notice to the Knowledge of Seller, threatened, against Seller or Ralcorp if any of its Subsidiaries relating to the Joe’s Business, following occurs after the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may be, date of this Agreement: (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (ci) any notice of, or other communication relating to, a material default or event thatEvent which, with notice or lapse of time or both, would become a material default under any Contract disclosed Agribrands Material Contract; (or required to be disclosedii) on Section 4.05 receipt of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or other communication in writing from any Person third party alleging that the consent Consent of such Person third party is or may be required in connection with the transactions contemplated by this Agreement, other than a Consent disclosed pursuant to Section 4.5 or 4.6 above or not required to be disclosed pursuant to the terms thereof; (fiii) receipt of any material notice or other communication from any Governmental Authority (including, but not limited to, the NYSE or any other securities exchange) in connection with the transactions contemplated by this Agreement; (iv) the occurrence of an Event which would reasonably be expected to have an Agribrands Material Adverse Effect; (v) the commencement or threat of any Litigation involving or affecting Agribrands or any Agribrands Subsidiary, or any of their respective properties or assets, or, to its knowledge, any employee, agent, director or officer of Agribrands or any Agribrands Subsidiary, in his or her capacity as such or as a fiduciary under a Benefit Plan of Agribrands, which, if pending on the date hereof, would have been required to have been disclosed in or pursuant to this Agreement or which relates to the consummation of the Agribrands Merger, or any material development in connection with any Litigation disclosed by Agribrands in or pursuant to this Agreement or the Agribrands Securities Filings; (vi) the occurrence of any eventEvent that would reasonably be expected to cause a breach by Agribrands of any provision of this Agreement, circumstance, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect or and (vii) the occurrence or non-occurrence of any eventEvent that, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; provided, that no such notification, nor the obligation to make such notification, shall affect the representations, warranties or covenants, or the conditions had it occurred prior to the obligations ofdate of this Agreement without any additional disclosure hereunder, Sellerwould have constituted a breach by Agribrands of any provision of this Agreement.

Notification of Certain Matters. Seller From after the date hereof and until the earlier to occur of the Closing Date or the termination of this Agreement, Parent shall promptly notify Buyer of (a) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, give prompt notice to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating Company and the Company shall give prompt notice to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or BuyerParent, 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”, “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 Offer Closing or (b) any material failure of Parent and Purchaser or the occurrence Company, as the case may be, to comply with or non-occurrence satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. In addition, from after the date hereof and until the earlier to occur of the Closing Date or the termination of this Agreement, Parent shall give prompt notice to the Company and the Company shall give prompt notice to Parent, as the case may be, of any fact change or event having, or which is reasonably likely to have, a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, or which would be reasonably likely to cause result in the failure of the Offer Conditions or any condition of the conditions set forth in Article VII hereof not Section 7.1 to be satisfied. Notwithstanding the above, (c) the delivery of any notice of, pursuant to this Section 6.3 will not limit or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, or (f) the occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; provided, that no such notification, nor the obligation to make such notification, shall otherwise affect the representations, warranties warranties, covenants or covenantsagreements of the parties, the remedies available hereunder to the party receiving such notice or the conditions to such party’s obligation to consummate the obligations ofOffer or the Merger. This Section 6.3 shall not constitute a covenant, Selleragreement or obligation of the Company or Parent or the Purchaser, as the case may be, for purposes of Section 8.1(c)(i), Section 8.1(d)(i) or clause (v) of Exhibit A, as the case may be.

Notification of Certain Matters. Seller shall promptly notify Buyer of Between the date hereof and the Closing, each Party to this Agreement will give prompt notice in writing to the other Party hereto of: (ai) any material actionsinformation that indicates that any representation and warranty of such Party contained herein was not true and correct as of the date made, suitsor will not be true and correct as of the Closing; (ii) the occurrence of any event which could result in the failure to satisfy a condition specified in Article 6 or Article 7 hereof, claims as applicable; (iii) any notice or proceedings other communication from any third Person alleging that the consent of such third Person is or may be required in connection with the transactions contemplated by this Agreement commenced or, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as Agreement; and (iv) in the case may beof the Stockholders and the Company, (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a any default or event thatwhich, with notice or lapse of time or both, would become a default under any Contract disclosed Company Agreement set forth on SCHEDULE 2.15. The Company and the Stockholders will: (a) promptly advise SAG of any event that has, or could reasonably be expected in the future to have, a Material Adverse Effect on the Company; (b) confer on a regular and frequent basis with one or more designated representatives of SAG to report operational matters and to report the general status of ongoing operations; and (c) notify SAG of any emergency or other change in the normal course of business or relating to the Owned Real Property or the Leased Real Property or Improvements of the Company and the Stockholder Real Property and of any complaints, investigations or hearings (or required to communications indicating that the same may be disclosedcontemplated) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any factGovernmental Authority or adjudicatory proceedings involving the Company, circumstance the Owned Real Property, the Leased Real Property or event the Improvements or the Stockholder Real Property and will keep SAG fully informed of which Seller obtain Knowledge which would reasonably be likely such events and permit SAG's representatives access to result all materials prepared in any representation or warranty made by Seller in this Agreement connection therewith. Each Stockholder shall give prompt notice to be materially untrue or inaccurate, (e) SAG of any notice or other communication from any third Person alleging that asserting any right, title or interest in any of the consent of Target Shares held by such Person is or may be required in connection with the transactions contemplated by this AgreementStockholder, including, without limitation, any threat to commerce, or (f) notice of the commencement of any action or other proceeding with respect to the Target Shares, or the occurrence of any event, circumstance, development, state other event of facts, occurrence, change or effect which such Stockholder has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect Knowledge which would reasonably be expected, individually or in the aggregate, to could result in a Material Adverse Effect; provided, that no such notification, nor any failure to consummate the obligation to make such notification, shall affect sale of the representations, warranties or covenants, or the conditions to the obligations of, SellerTarget Shares as contemplated hereby.

Notification of Certain Matters. Seller (a) The Company shall promptly notify Buyer Parent of (ai) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may be, (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any written notice or other communication received by any of the Company or its Subsidiaries from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this AgreementTransactions, or (f) if the occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which failure to obtain such consent would reasonably be expectedexpected to materially impede or delay the consummation of the Transactions or have a Company Material Adverse Effect; (ii) any Proceeding commenced or, to the Company’s Knowledge, threatened that may materially impede or delay the consummation of the Transactions, or that make allegations that, if true, would, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect; provided(iii) any inaccuracy of any representation or warranty of the Company contained herein at any time during the term hereof if such inaccuracy would reasonably be expected to cause any of the conditions set forth in clauses 2(a), that no (b), (c) and (d) of ANNEX I to fail to be satisfied at the Initial Expiration Time or the Expiration Time; and (iv) any failure of the Company to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder if such notificationfailure would reasonably be expected to cause the condition set forth in clause 2(e) of ANNEX I to fail to be satisfied at the Initial Expiration Time or the Expiration Time. For the avoidance of doubt, nor the obligation delivery of any notice pursuant to make such notification, this Section 8.08(a) shall not affect or be deemed to modify any representation or warranty of the representations, warranties or covenants, Company set forth in this Agreement or the conditions to the obligations of, Sellerof Parent and Acquisition Sub to consummate the Offer or the remedies available to Parent and Acquisition Sub hereunder.

Notification of Certain Matters. Seller The Company and Parent (on behalf of itself and Merger Sub) shall promptly notify Buyer each other of (a) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may be, (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or other communication received by such party or its Representatives from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated by this Agreementhereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation, Parent, Merger Sub or the prompt consummation of the transactions contemplated hereby, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relates to or is reasonably expected to affect the prompt consummation of the Merger or the other transactions contemplated hereby, (c) the discovery of any fact or circumstance that, or (f) the occurrence or non-occurrence of any eventevent the occurrence or non-occurrence of which, circumstancehas caused or would cause or result in any of the conditions to the Merger set forth in Article VII not being satisfied or satisfaction of those conditions being materially delayed, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect or (d) the occurrence or non-occurrence of any event, change, circumstance, development, effect or state of facts, occurrence, change or effect which would reasonably be expected, individually or in the aggregate, that has caused or is reasonably likely to result cause any representation or warranty contained in a Material Adverse Effectthis Agreement of such party to be untrue or inaccurate in any material respect, or (e) any material failure of the Company, Merger Sub or Parent, as the case may be, or any officer, director, employee, agent or Representative of the Company, Merger Sub or Parent, as applicable, to comply with any covenant, or agreement to be complied with under this Agreement; provided, however, that no such notification, nor the obligation delivery of any notice pursuant to make such notification, this Section 6.10 shall affect the representations, warranties or covenantsnot (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the conditions remedies available to the obligations ofparty receiving such notice; provided further, Sellerthat failure to give prompt notice pursuant to this Section 6.10 shall not constitute a failure of a condition to the Merger set forth in Article VII except to the extent that the underlying fact or circumstance not so notified would, standing alone, constitute such a failure.

Notification of Certain Matters. Seller The Company shall promptly notify Buyer give prompt notice to Parent and Purchaser and Parent and Purchaser shall give prompt notice to the Company, of (a) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may be, (bi) the occurrence or non-occurrence of any fact event whose occurrence or event which non-occurrence, as the case may be, would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller contained in this Agreement to be materially untrue or inaccurateinaccurate as if made as of any time prior to the Effective Time, such that the conditions set forth in paragraph (eiii) of Annex I would not be satisfied or that would give rise to a right of termination set forth in Section 8.1(b), as the case may be, and (ii) any failure of the Company, Purchaser or Parent, as the case may be, or any Representative thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 6.1 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice or the representations or warranties of the parties, or the conditions to the obligations of the parties hereto. Furthermore, the Company shall give prompt notice to Parent and Purchaser, and Parent and Purchaser shall give prompt notice to the Company, of (and in each case promptly furnish copies to the other party of) (i) any notice or other communication received by such party from any Governmental Entity in connection with this Agreement, the Offer, the Merger or the other Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by Offer, the Merger or the other Transactions, other than, in the case of copies, the portions of such notices or communications that include confidential information not directly related to the Transactions, and (ii) any actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party which relate to this Agreement, or (f) the occurrence of any eventOffer, circumstance, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect the Merger or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; provided, that no such notification, nor the obligation to make such notification, shall affect the representations, warranties or covenants, or the conditions to the obligations of, Sellerother Transactions.

Notification of Certain Matters. Seller Target shall promptly notify Buyer give prompt notice to Parent, and Parent shall give prompt notice to Target, of (a) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may be, (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) 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 transactions contemplated by this AgreementMerger and the other Transactions, 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, (b) any material actions, suits, claims, investigations or proceedings commenced or, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger and the other Transactions, (c) the occurrence, or (f) the occurrence non-occurrence, of any event, circumstance, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect or event the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which would be reasonably likely to cause (i) any representation or warranty of such party contained in this Agreement to be expecteduntrue or inaccurate in any material respect, individually (ii) any covenant or agreement of such party contained in this Agreement not to be complied with or satisfied in any material respect, or (iii) any condition (to the aggregateextent 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 (d) any failure of such party to result comply with or satisfy in a Material Adverse Effectany material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that no such notification, nor the obligation delivery of any notice pursuant to make such notification, this Section 5.9 shall not have any effect for the purpose of determining the satisfaction of conditions set forth in Article VI or otherwise limit or affect the representationsremedies available hereunder to any party. Subject to applicable Law regarding the sharing of information, warranties or covenantsTarget shall give prompt notice of and disclose to Parent any material actions taken by its Board of Directors, or the conditions any committees thereof, provided that Target shall not be required to provide notice and disclosure (i) with respect to any action that is related to the obligations ofmatters described in the first sentence of Section 5.4(c) (except to the extent otherwise required by Section 5.4) or (ii) prior to the execution of any joint defense agreement that is reasonably required by Target, Sellermaterial information subject to the attorney-client privilege, provided that Target shall provide Parent with a log of any information withheld pursuant to this clause (ii).

Notification of Certain Matters. Seller Each party shall promptly notify Buyer use its best efforts to give prompt written notice to each other party of (a) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may be, (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby, (b) notice or communication from any Governmental Entity in connection with the transactions contemplated hereby, (c) the occurrence, or failure to occur, of any event of which it becomes aware that has caused or could reasonably be 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 respect or any such representation or warranty that is not so qualified being or becoming as of any time between the date of this Agreement and the Effective Date untrue or inaccurate in any material respect, (d) the failure of it to comply with or satisfy in any material respect any obligation to be complied with or satisfied by it under this Agreement or (e) the commencement or threat of, or any material development with respect to, any Company Litigation or any other action, suit, investigation, inquiry or proceeding which relates to the consummation of the transactions contemplated hereby or the issuance of any Order affecting the Company or 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 date of this Agreement, or (f) the occurrence would have been required to have been disclosed pursuant to Section 3.1. The delivery of any event, circumstance, development, state of facts, occurrence, change notice pursuant to this Section 5.9 is for informational purposes and shall not limit or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; provided, that no such notification, nor the obligation to make such notification, shall otherwise affect the representations, warranties remedies available hereunder to any party or covenants, or the conditions to the obligations of, Sellerparties receiving such notice.

Notification of Certain Matters. Seller Company shall promptly notify Buyer give prompt notice to Stream and Stream shall give prompt notice to Company, of (a) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may be, (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (ei) any notice or other communication received by such party from any Governmental Entity in connection with the Exchange or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this AgreementExchange, if the subject matter of such communication or the failure of such party to obtain such consent could be material to Company or Stream, (fii) any actions, suits, claims, investigations or proceedings commenced or, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Exchange, (iii) the occurrence discovery of any eventfact or circumstance that, circumstance, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any eventevent the occurrence or non-occurrence of which, circumstancewould cause any representation or warranty made by such party contained in this Agreement to be breached such that the breach, developmenttogether with all other breaches of this Agreement, state provides a right of facts, occurrence, change termination under Article VII; and (iv) any material failure of such party to comply with or effect which would reasonably satisfy any covenant or agreement to be expected, individually complied with or in the aggregate, to result in a Material Adverse Effectsatisfied by it hereunder; provided, however, that the delivery of any notice pursuant to 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. Company shall give Stream the opportunity to participate in the defense or settlement of any securityholder litigation against Company and/or its directors relating to the Exchange, and no such notificationsettlement shall be agreed to without Stream’s prior written consent, nor which shall not be unreasonably withheld, delayed or conditioned. Stream shall give the obligation Company the opportunity to make such notification, shall affect participate in the representations, warranties defense or covenants, or the conditions settlement of any securityholder litigation against Stream and/or its directors relating to the obligations ofExchange, Sellerand no such settlement shall be agreed to without the Company’s prior written consent, which shall not be unreasonably withheld, delayed or conditioned.

Notification of Certain Matters. Seller Each of the Company or Purchaser shall promptly notify Buyer give prompt notice to the other if any of the following occurs after the date of this Agreement (aprovided Purchaser need not give notice with respect to the events described in clauses (i) or (v)): (i) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may be, (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice ofwritten notice, or other written communication that the Company or any Company Subsidiary receives, of which the Company obtains Knowledge, relating to, to a material default or event thatEvent which, with notice or lapse of time or both, would be reasonably likely to become a material default under any Contract disclosed Significant Contract; (ii) any receipt by it or required to be disclosed) on Section 4.05 any of the Seller Disclosure Letter, (d) the occurrence or existence its Subsidiaries of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any written notice or other written communication from any Person of which the Company or Purchaser, as applicable, obtains Knowledge alleging that the consent Consent of such Person is or may be required in connection with the Merger and the other transactions contemplated by this AgreementAgreement if such Consent is not disclosed in the Company Disclosure Schedule; (iii) receipt by it or any of its Subsidiaries of any material notice or other communication from any Governmental Authority (including the AMEX or any other securities exchange) in connection with the Merger and the other transactions contemplated by this Agreement of which the Company or Purchaser, or as applicable, obtains Knowledge; (fiv) the occurrence of any event, circumstance, development, state of facts, occurrence, change Event or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expectedEvents which, individually or in the aggregate, would be reasonably likely to result in have a Company Material Adverse EffectEffect (in the case of the Company) or a Purchaser Material Adverse Effect (in the case of Purchaser); provided(v) the commencement or written threat of any Litigation involving or affecting the Company, that no such notification, nor the obligation to make such notification, shall affect the representations, warranties Company Subsidiaries or covenantsany of their respective properties or assets, or any employee, agent, director or officer of the conditions Company, in his or her capacity as such or as a fiduciary under a Benefit Plan, which, if pending on the date hereof, would have been required to have been disclosed in or pursuant to this Agreement, or any material adverse development in connection with any Litigation disclosed by the Company in or pursuant to this Agreement or the Securities Filings; (vi) the commencement or written threat against it or any of its Subsidiaries of any Litigation relating to the obligations ofMerger; (vii) the occurrence of any Event that causes or is reasonably likely to cause a material breach by it of any provision of this Agreement; (viii) the receipt by it or any of its Subsidiaries of an administrative or other order or notification of which the Company or Purchaser, Selleras applicable, obtains Knowledge relating to any violation or claimed violation by it or its Subsidiaries of the rules and regulations of any Governmental Authority that could adversely affect its ability to consummate the Merger and the other transactions contemplated by this Agreement; or (ix) if it obtains Knowledge of any change in Law that is reasonably likely to cause a Governmental Authority to withhold a Company Regulatory Consent (in the case of the Company) or a Purchaser Regulatory Consent (in the case of Purchaser).

Notification of Certain Matters. Seller From the Agreement Date until the earlier termination of this Agreement in accordance with its terms and the First Effective Time, the Company shall promptly notify Buyer give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (a) any material actions, suits, claims written notice or proceedings other communication received by such party from any Governmental Authority in connection with the Mergers or other transactions contemplated by this Agreement commenced or, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may be, (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the Mergers or the other transactions contemplated by this Agreement, (b) any actions, suits, claims, known investigations or other Legal Proceedings commenced or, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or its subsidiaries which relate to the Mergers or the other transactions contemplated by this Agreement, (fc) the occurrence discovery of any eventfact or circumstance that, circumstance, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, has caused any representation or warranty made by such party contained in this Agreement to be untrue or inaccurate such that the condition set forth in Section 8.2(a) or Section 8.3(a) would not be satisfied at Closing, and (d) any failure of such party to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder such that the condition set forth in Section 8.2(b) or Section 8.3(b) would not be satisfied in all material respects at Closing. For the avoidance of doubt, the delivery of any notice pursuant to this Section 7.3 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement, (ii) limit the remedies available to the party receiving such notice (except that notice of any new event, circumstancecondition, developmentfact or circumstance that occurs after the Agreement Date shall exempt the Escrowed Holders from claims based on fraud or intentional misrepresentation related to such new events, state conditions, facts or circumstances), (iii) constitute an acknowledgment or admission of facts, occurrence, change or effect which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; provided, that no such notification, nor the obligation to make such notification, shall affect the representations, warranties or covenantsbreach of this Agreement, or (iv) will be deemed to amend or supplement the conditions to the obligations of, Seller.Company Disclosure Schedule. 7.4

Notification of Certain Matters. Seller shall promptly notify Buyer If Parent (or its Affiliates) or the Company receives an administrative or other order or notification relating to any violation or claimed violation of (a) the rules and regulations of the FCC, or of any material actionsGovernmental Entity, suitsthat could affect Parent's, claims Sub's or proceedings in connection with the Company's ability to consummate the transactions contemplated by this Agreement commenced orhereby, to or should Parent (or its Affiliates) or the Knowledge Company become aware of Seller, threatened, against Seller any fact (including any change in law or regulations (or any of its Subsidiaries interpretation thereof by the FCC)) relating to the Joe’s Businessqualifications of Parent (and its controlling Persons) that reasonably could be expected to cause the FCC to withhold its consent to the transfer of control of the FCC Licenses contemplated hereunder, the Purchased Assets Parent or the Assumed Liabilities, or BuyerCompany, as the case may be, (b) shall promptly notify the occurrence or non-occurrence of other party thereof and the Company shall use all reasonable efforts to take such steps as may be necessary, to remove any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 such impediment of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely Company to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with consummate the transactions contemplated by this Agreement. In addition, Parent or the Company, as the case may be, shall give to the other party prompt written notice of (i) the occurrence, or failure to occur, of any event of which it becomes aware that has caused or that would be likely to cause any representation or warranty of Parent and Sub or the Company, as the case may be, contained in this Agreement to be untrue or inaccurate at any time from the date hereof to the Closing Date, and (fii) the occurrence failure of any event, circumstance, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect Parent and Sub or the occurrence Company, as the case may be, or non-occurrence of any eventofficer, circumstancedirector, development, state of facts, occurrence, change employee or effect which would reasonably be expected, individually or in the aggregateagent thereof, to result comply with or satisfy in a Material Adverse Effect; providedany material respect any covenant, that no condition or agreement to be complied with or satisfied by it hereunder. No such notification, nor the obligation to make such notification, notification shall affect the representations, representations or warranties or covenants, of the parties or the conditions to the their respective obligations of, Sellerhereunder.

Notification of Certain Matters. Seller shall promptly notify Buyer of Between the date hereof and the Closing, each party to this Agreement will give prompt notice in writing to the other parties hereto of: (ai) any material actionsinformation that indicates that any representation and warranty of such party contained herein was not true and correct as of the date hereof or will not be true and correct as of the Closing, suits(ii) the occurrence of any event which could result in the failure to satisfy a condition specified in Article 6 or Article 7 hereof, claims as applicable, (iii) any notice or proceedings other communication from any third person alleging that the consent of such third person is or may be required in connection with the transactions contemplated by this Agreement commenced orAgreement, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as and (iv) in the case may beof the Stockholder, (b) Xx. Xxxxx and the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfiedCompany, (c) any notice of, or other communication relating to, a any default or event thatwhich, with notice or lapse of time or both, would become a default under any Contract disclosed Company Agreement. Xx. Xxxxx shall (x) promptly advise UAG of any event that has, or could in the future have, a Material Adverse Effect (y) confer on a regular basis with one or more designated representatives of UAG to report operational matters and to report the general status of ongoing operations, and (z) notify UAG of any emergency or other change in the normal course of business or in the operation of the properties of the Company and of any governmental complaints, investigations or hearings (or required communications indicating that the same may be contemplated) or adjudicatory proceedings involving the Company or any of their assets or operations, and will keep UAG fully informed of such events and permit UAG's representatives access to be disclosed) on Section 4.05 all materials prepared in connection therewith. The Stockholder and Xx. Xxxxx shall give prompt notice to UAG of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or other communication from any Person alleging that third person asserting any right, title or interest in any of the consent of such Person is or may be required in connection with Shares held by the transactions contemplated by this AgreementStockholder (including, without limitation, any threat to commence, or (fnotice of the commencement of any action or other proceeding with respect to any of the Shares) or the occurrence of any event, circumstance, development, state other event of facts, occurrence, change which the Stockholder or effect Xx. Xxxxx has knowledge which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expected, individually or in the aggregate, to could result in a Material Adverse Effect; provided, that no such notification, nor any failure to consummate the obligation to make such notification, shall affect sale of the representations, warranties or covenants, or the conditions to the obligations of, SellerShares as contemplated hereby.

Notification of Certain Matters. Seller Ralcorp shall promptly notify Buyer of (a) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, give prompt notice to the Knowledge of Seller, threatened, against Seller or Agribrands if any of its Subsidiaries relating to the Joe’s Business, following occurs after the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may be, date of this Agreement: (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (ci) any notice of, or other communication relating to, a material default or event thatEvent which, with notice or lapse of time or both, would become a material default under any Contract disclosed Ralcorp Material Contract; (or required to be disclosedii) on Section 4.05 receipt of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or other communication in writing from any Person third party alleging that the consent Consent of such Person third party is or may be required in connection with the transactions contemplated by this Agreement, other than a Consent disclosed pursuant to Section 5.5 or 5.6 above or not required to be disclosed pursuant to the terms thereof; (fiii) receipt of any material notice or other communication from any Governmental Authority (including, but not limited to, the NYSE or any other securities exchange) in connection with the transactions contemplated by this Agreement; (iv) the occurrence of an Event which would reasonably be expected to have a Ralcorp Material Adverse Effect; (v) the commencement or threat of any Litigation involving or affecting Ralcorp or any Ralcorp Subsidiary, or any of their respective properties or assets, or, to its knowledge, any employee, agent, director or officer of Ralcorp or any Ralcorp Subsidiary, in his or her capacity as such or as a fiduciary under a Benefit Plan of Ralcorp, which, if pending on the date hereof, would have been required to have been disclosed in or pursuant to this Agreement or which relates to the consummation of the Ralcorp Merger, or any material development in connection with any Litigation disclosed by Ralcorp in or pursuant to this Agreement or the Ralcorp Securities Filings; and (vi) the occurrence of any eventEvent that would reasonably be expected to cause a breach by Ralcorp of any provision of this Agreement, circumstance, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect or and (vii) the occurrence or non-occurrence of any eventEvent that, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; provided, that no such notification, nor the obligation to make such notification, shall affect the representations, warranties or covenants, or the conditions had it occurred prior to the obligations ofdate of this Agreement without any additional disclosure hereunder, Sellerwould have constituted a breach by Ralcorp of any provision of this Agreement.

Notification of Certain Matters. Seller At any time after the date hereof, each of Parent and the Company shall promptly notify Buyer give prompt notice to the other (and will subsequently keep the other informed on a reasonably current basis of any material developments related to such notice) (a) if: (i) with respect to the Company, any material actionsfact, suitsevent or circumstance occurs or exists that has had or would reasonably be expected to result in a Material Adverse Effect, claims (ii) with respect to Parent or proceedings Purchaser, any fact, event or circumstance occurs or exists that has had or would reasonably be expected to result in connection with a Parent Material Adverse Effect or (iii) any fact, event or circumstance occurs or exists that is reasonably likely to result in any of the conditions set forth in ARTICLE VII or Annex I not being able to be satisfied prior to the Outside Date or is reasonably likely to prevent or materially delay the consummation of the transactions contemplated by this Agreement commenced or, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may be, Agreement; (b) the occurrence or non-occurrence upon receipt of any fact or event which would be reasonably likely written notice to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or other communication receiving Party from any Person third party alleging that the consent or approval of such Person third party is or may be required in connection with the transactions contemplated by this Agreement, Agreement and the pursuit of such consent could (in the good faith determination of such Party) reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement and (fc) the occurrence upon receipt of any eventmaterial notice or other material communication from any Governmental Entity, circumstance, development, state Nasdaq or The New York Stock Exchange (or any other securities market) in connection with the transactions contemplated by this Agreement. No notice given by any Party pursuant to this Section 6.16 shall (x) limit or otherwise affect any of facts, occurrence, change or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; provided, that no such notification, nor the obligation to make such notification, shall affect the representations, warranties or warranties, covenants, obligations or conditions contained in this Agreement or (y) be deemed to amend or supplement the conditions Company Disclosure Letter or constitute an exception to any representation or warranty. The failure to comply with this Section 6.16 will not constitute the obligations of, Sellerfailure of any condition set forth in ARTICLE VII or Annex I to be satisfied unless the underlying event would independently result in the failure of such a condition to be so satisfied.

Notification of Certain Matters. Seller The Company shall promptly notify Buyer give prompt notice to Parent, and Parent shall give prompt notice to the Company, upon obtaining knowledge of (a) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may be, (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (ei) any notice or other communication received by such party from any Person Governmental Entity in connection with this Agreement, the Merger or the transactions contemplated hereby, or from any person alleging that the consent Consent of such Person person is or may be required in connection with the Merger or the transactions contemplated by hereby, (ii) any Actions commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to this Agreement, the Merger or the transactions contemplated hereby, and (fiii) any fact, event or circumstance known to it that (a) in the occurrence case of any eventthe Company, circumstance, development, state of individually or taken together with all other facts, occurrenceevents and circumstances known to it, change has had, or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expectedexpected to have, individually or in the aggregate, to result in a Company Material Adverse Effect, (b) would cause or constitute, or would reasonably be expected to cause or constitute, a breach in any material respect of any such party’s representations, warranties, covenants or agreements contained herein, (c) would cause or would reasonably be expected to cause, the failure of any condition precedent to Parent’s or the Company’s obligations under this Agreement, or (d) would reasonably be expected to prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; provided, however, that no such notification(x) the delivery of any notice pursuant to this Section 6.6 shall not limit or otherwise affect any remedies available to Parent or the Company, nor the obligation to make such notificationas applicable, shall affect the representationsor prevent or cure any misrepresentations, warranties breach of warranty or covenants, breach of covenant or the conditions to the obligations ofof the parties under this Agreement, Seller(y) disclosure by the Company or Parent shall not be deemed to amend or supplement the Company Disclosure Letter or constitute an exception to any representation or warranty except to the extent expressly agreed by Parent and the Company, and (z) no disclosure hereunder shall be deemed to be an admission to the other party that any condition set forth in ARTICLE VII has not been fulfilled. This Section 6.6 shall not constitute a covenant or agreement for purposes of Section 7.2(b) or Section 7.3(b).

Notification of Certain Matters. Seller Radiancy, on one hand, and each of PhotoMedex and Merger Sub, on the other hand, shall promptly notify Buyer of (a) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, give prompt notice to the Knowledge of Sellerother (and, threatenedif in writing, against Seller or furnish copies of) if any of its Subsidiaries relating the following occurs during the Executory Period: (i) there has been a material failure on the part of the Party providing the notice to the Joe’s Businesscomply with or satisfy any covenant, the Purchased Assets condition or the Assumed Liabilities, or Buyer, as the case may be, (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not agreement to be satisfied, complied with or satisfied by it hereunder; (cii) any notice of, or other communication relating to, a default or event that, with notice or lapse receipt of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or other communication in writing from any third Person alleging that the consent Consent of such third Person is or may be required in connection with the transactions contemplated by this Agreement, ; (iii) receipt of any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (fiv) the occurrence discovery of any eventfact or circumstance that, circumstance, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any eventevent the occurrence or non-occurrence of which, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expectedexpected to cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or the satisfaction of any of those conditions being materially delayed; or (v) the commencement or threat, individually 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 PhotoMedex or Radiancy, as applicable, any officer, director or partner, in his or her capacity as such, of PhotoMedex or Radiancy, 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 the aggregate, to result in a Material Adverse Effect; provided, that no such notification, nor the obligation to make such notification, shall affect determining whether or not any of the representations, warranties or covenantscovenants contained in this Agreement have been breached. Moreover, no information or knowledge obtained by any Party hereto pursuant to this Section 5.1 will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of, Sellerof the Parties to consummate the Merger.

Notification of Certain Matters. Seller The Company shall promptly notify Buyer give prompt written notice to Holdings, and Holdings shall give prompt written notice to the Company, upon obtaining knowledge of (a) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may be, (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (ei) any notice or other communication received by such party from any Person Governmental Entity in connection with this Agreement, the Merger or the transactions contemplated hereby, or from any person alleging that the consent of such Person person is or may be required in connection with the Merger or the transactions contemplated by hereby, (ii) any Actions commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its subsidiaries which relate to this Agreement, the Merger or the transactions contemplated hereby, and (fiii) any fact, event or circumstance known to it that (a) in the occurrence case of any eventthe Company, circumstance, development, state of individually or taken together with all other facts, occurrenceevents and circumstances known to it, change has had, or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expectedexpected to have, individually or in the aggregate, to result in a Material Adverse Effect, (b) would cause or constitute, or would reasonably be expected to cause or constitute, a breach in any material respect of any of such person's representations, warranties, covenants or agreements contained herein, (c) would cause, or would reasonably be expected to cause, the failure of any condition precedent to Holdings’ or the Company’s obligations under this Agreement or (d) would reasonably be expected to prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; provided, however, that no such notification(x) the delivery of any notice pursuant to this Section 6.12 shall not limit or otherwise affect any remedies available to Holdings or the Company, nor the obligation to make such notificationas applicable, shall affect the representationsor prevent or cure any misrepresentations, warranties breach of warranty or covenants, breach of covenant or the conditions to the obligations ofof the parties under this Agreement, Sellerand (y) disclosure by the Company or Holdings shall not be deemed to amend or supplement the Company Disclosure Schedule or the Holdings Disclosure Schedule, as applicable, or constitute an exception to any representation or warranty. This Section 6.12 shall not constitute a covenant or agreement for purposes of Section 7.2(b) or Section 7.3(b).

Notification of Certain Matters. Seller Parent shall promptly notify Buyer of (a) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, give prompt notice to the Knowledge of Seller, threatened, against Seller or Company if any of its Subsidiaries relating to the Joe’s Business, following occurs after the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may be, date of this Agreement: (bi) the occurrence or non-occurrence receipt of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or other communication in writing from any Person person alleging that the consent Consent of such Person person is or may be required in connection with the transactions contemplated by this Agreement, other than a Consent disclosed pursuant to Section 3.4 or 3.5 above or not required to be disclosed pursuant to the terms thereof; (fii) receipt of any material notice or other communication from any Governmental Authority (including, but not limited to, the NYSE or any other securities exchange) in connection with the transactions contemplated by this Agreement; (iii) the occurrence of any event, circumstance, development, state of facts, occurrence, change Event or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expectedEvents which, individually or in the aggregate, is reasonably likely to result in have a Parent Material Adverse Effect; provided(iv) the commencement or threat of any Litigation involving or affecting Parent or Merger Sub, or any of their respective properties or assets, or, to its knowledge, any employee, agent, director or officer of Parent or Merger Sub, in his or her capacity as such or as a fiduciary under a Benefit Plan of Parent, which relates to the consummation of the Merger; and (v) the occurrence of any Event that no such notification, nor is reasonably likely to cause a breach by Parent of any provision of this Agreement. If Parent receives an administrative or other order or notification relating to any violation or claimed violation of the obligation to make such notification, shall rules and regulations of any Governmental Authority that could affect the representationsability of Parent, warranties Merger Sub or covenantsthe Company to consummate the transactions contemplated hereby, or should Parent become aware of any fact including any change in law or regulations (or any interpretation thereof) that is reasonably likely to cause such Governmental Authority to withhold its consent to or approval of the conditions Merger and the transactions contemplated hereunder, Parent shall promptly notify the Company and Parent shall use commercially reasonable efforts to take such steps as may be necessary to remove any such impediment of Parent or the obligations of, SellerMerger Sub to consummate the transactions contemplated by this Agreement.

Notification of Certain Matters. Seller The Stockholders and the Company shall promptly notify Buyer give prompt notice to Apple of (a) the existence or occurrence of each condition or state of facts which will or reasonably could be expected to cause any representation or warranty of the Company or any Stockholder contained herein to be untrue or incorrect in any material actions, suits, claims respect at or proceedings in connection with the transactions contemplated by this Agreement commenced or, prior to the Knowledge Closing or on the IPO Closing Date and (b) any material failure of Sellerany Stockholder or the Company to comply with or satisfy any covenant, threatenedcondition or agreement to be complied with or satisfied by that Person hereunder, against Seller provided that no such notice shall be required until Apple shall give notice to the Company and the Stockholders of the date scheduled for the Closing with respect to the occurrence in the ordinary course of business and consistent with past practice of the Company or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or BuyerCompany Subsidiary, as the case may be, of any condition or state of facts which would cause any Sections of the Disclosure Statement to be incorrect. Apple shall give prompt notice to the Company of (a) the existence or occurrence of each condition or state of facts which will or reasonably could be expected to cause any representation or warranty of Apple contained herein to be untrue or inaccurate at or prior to the Closing or on the IPO Closing Date and (b) the occurrence any material failure of Apple to comply with or non-occurrence satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any fact notice pursuant to this Section 6.07 shall not be deemed to (a) modify the representations or event warranties herein of the party delivering that notice, or any other party, which would modification may be reasonably likely made only pursuant to cause any condition Section 6.08, (b) modify the conditions set forth in Article VII hereof not to be satisfied, or (c) any notice of, limit or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, or (f) the occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; provided, that no such notification, nor the obligation to make such notification, shall otherwise affect the representations, warranties or covenants, or the conditions remedies available hereunder to the obligations of, Sellerparty receiving that notice.

Notification of Certain Matters. Seller Prior to the Closing Date, each party hereto shall promptly notify Buyer give prompt written notice to the other party of (a) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may be, (bi) the occurrence or non-occurrence of any fact change, condition or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfiedevent, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event non-occurrence of which Seller obtain Knowledge which would reasonably be likely to result in render any representation or warranty made by Seller of such party contained in this Agreement to be materially or any Ancillary Agreement, if made on or immediately following the date of such event, untrue or inaccurate, (eii) the occurrence of any change, condition or event that has had or is reasonably likely to have a Seller Material Adverse Effect or Parent Material Adverse Effect, (iii) any failure of any party hereto 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 party’s obligations hereunder, (iv) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements or (v) any Action pending or, to the party’s knowledge, threatened against a party or the parties relating to the transactions contemplated by this Agreement or the Ancillary Agreements or that would have been required to be disclosed pursuant to Section 3.8 if it had been pending on the date of this Agreement. If any event requires any change to the Schedules to this Agreement, then the Seller shall promptly deliver to the Buyer a supplement to the Schedules specifying such change. If such updated Schedule reflects any event occurring or arising at any time after the date of this Agreement and prior to the date on which each of the conditions set forth in Article VII (fother than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions) is satisfied or waived in writing by the occurrence appropriate party, as applicable, then the specified representations and warranties made by the Seller will be deemed automatically modified to reflect such event as of the date that such event occurs or arises and the delivery of any such updated Schedules will be deemed to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of such event, circumstance, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect or . The Buyer will not have the occurrence or non-occurrence right to terminate this Agreement on account of any event, circumstance, development, state such update of facts, occurrence, change or effect which the Schedules unless the event giving rise to such updated disclosure would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; provided, that no such notification, nor the obligation to make such notification, shall affect the representations, warranties or covenants, or cause any of the conditions in Section 7.3(a) to not be satisfied assuming such event existed as of the obligations of, SellerClosing Date.

Notification of Certain Matters. Seller The Company and the Bank shall promptly notify Buyer give prompt notice to Parent and CBM, and Parent and CBM shall give prompt notice to the Company, of (a) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may be, (b) the occurrence or non-occurrence of any fact fact, event or event which circumstance whose occurrence or nonoccurrence would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller of such party contained in this Agreement to be materially untrue or inaccurateinaccurate at any time from the date hereof to the Effective Time, (eb) any failure of the Parent, CBM, the Company or the Bank, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in all material respects any covenant, condition or agreement to be complied with or satisfied by it hereunder, (c) the occurrence or non-occurrence of any fact, event or circumstance which, individually or in the aggregate, is reasonably likely to have a Bank Material Adverse Effect, (d) receipt by the Company or Parent or any of their respective Subsidiaries, as the case may be, of any notice or other written communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, (e) receipt by the Company or Parent or any of their respective Subsidiaries, as the case may be, of any notice or other communication from any Regulatory Agency in connection with the transactions contemplated by this Agreement, (f) receipt by the occurrence Company or Parent or any of their respective Subsidiaries, as the case may be, of any event, circumstance, development, state notice or other communication regarding any pending or threatened Litigation of facts, occurrence, change the type required to be disclosed in Section 3.14; and (g) any event or effect which has had a Material Adverse Effect or occurrence that would be reasonably likely to prevent the occurrence or non-occurrence satisfaction of any eventof the conditions set forth in Article VI, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; provided, however, that no such notification, nor the obligation delivery of any notice pursuant to make such notification, this Section 5.4 shall not limit or otherwise affect the representations, warranties or covenants, or the conditions remedies available hereunder to the obligations ofparty receiving such notice. From the date hereof to the Effective Time, Sellereach party shall furnish promptly to the other parties (i) copies of all reports, schedules, and other documents filed or received by it or any of its Subsidiaries during such period pursuant to the requirements of the securities Laws, and (ii) copies of all filings made with any Regulatory Agencies in connection with the transactions contemplated by this Agreement and copies of all written communications received from such Regulatory Agencies related thereto.

Notification of Certain Matters. Seller To the extent permitted by applicable Law, Buyer and Sellers shall promptly notify Buyer each other in writing of (a) any material actionsfact, suitschange, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may be, (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any factcondition, circumstance or occurrence or nonoccurrence of any event of which Seller obtain Knowledge which would it is aware that will or is reasonably be likely to result in any representation or warranty made by Seller of the conditions set forth in Article VI of this Agreement becoming incapable of being satisfied (assuming for purposes of Section 6.1(a) that the closing conditions applicable to Closing on or before the Initial Outside Date are applicable (it being understood that compliance with the obligations under this Section 5.10 shall not be materially untrue or inaccurate, a condition to closing following the Initial Outside Date)); (eb) any notice or other communication received by such party by any Governmental Authority in connection with (1) 57 this Agreement or the transactions contemplated hereby, (2) from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreementhereby, if the subject matter of such communication or the failure of such party to obtain such consent could be material to Sellers, the Company, the Business or Buyer, or (f3) relating to issued or pending Program Lender licenses or consents and/or actual or potential reserve amounts required to be maintained by the occurrence Company; and (c) any material Actions commenced or, to such party’s knowledge, threatened against or involving such party or any of any event, circumstance, development, state of facts, occurrence, change or effect its Affiliates which has had a Material Adverse Effect relate to this Agreement or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effecttransactions contemplated hereby; provided, however, that no such notification, nor the obligation to make such notification, notification shall affect the representations, warranties or warranties, covenants, agreements of the parties or the conditions to the obligations ofof the parties herein. In addition, Sellerprior to Closing, Sellers shall provide to Buyer periodic informational updates (and in any event no less frequently than once per calendar month) regarding the Reimbursable Loss Loans (including without limitation updates from management regarding actions taken by the Company with respect to the Reimbursable Loss Loans and any prepared loss calculations relating to such Reimbursable Loss Loans), and, following Closing, Buyer shall provide periodic informational updates regarding the amount of losses it has incurred in respect of the Reimbursable Loss Loans (and in any event no less frequently than once per calendar quarter); provided, however, that no such informational updates shall affect the representations, warranties, covenants, agreements of the parties or the conditions to the obligations of the parties herein.

Notification of Certain Matters. Seller The Owner shall promptly notify Buyer give prompt notice to Apple of (a) the existence or occurrence of each condition or state of facts which will or reasonably could be expected to cause any representation or warranty of the Owner contained herein to be untrue or incorrect in any material actions, suits, claims respect at or proceedings in connection with the transactions contemplated by this Agreement commenced or, prior to the Knowledge Closing or on the IPO Closing Date and (b) any material failure of Sellerthe Owner to comply with or satisfy any covenant, threatenedcondition or agreement to be complied with or satisfied by the Owner hereunder, against Seller provided that no such notice shall be required until Apple shall give notice to the Owner of the date scheduled for the Closing with respect to the occurrence in the ordinary course of business and consistent with past practice of the Owner of any condition or state of facts which would cause any Sections of the Disclosure Statement to be incorrect. Apple shall give prompt notice to the Owner of (a) the existence or occurrence of each condition or state of facts which will or reasonably could be expected to cause any representation or warranty of Apple contained herein to be untrue or inaccurate at or prior to the Closing or on the IPO Closing Date and (b) any material failure of Apple to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 6.07 shall not be deemed to (a) modify the representations or warranties herein of the party delivering that notice, or any of its Subsidiaries relating other party, which modification may be made only pursuant to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may beSection 6.08, (b) modify the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition conditions set forth in Article VII hereof not to be satisfied, or (c) any notice of, limit or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, or (f) the occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; provided, that no such notification, nor the obligation to make such notification, shall otherwise affect the representations, warranties or covenants, or the conditions remedies available hereunder to the obligations of, Sellerparty receiving that notice.

Notification of Certain Matters. Seller The Purchaser shall promptly notify Buyer give prompt notice to the Vendor, and the Vendor shall give prompt notice to the Purchaser, of (i) the occurrence or non-occurrence, of any event the occurrence or non-occurrence of which would be likely to cause (a) any material actions, suits, claims representation or proceedings warranty contained in connection with the transactions contemplated by this Agreement commenced orto be untrue or inaccurate; or (b) any covenant, condition or agreement not to be complied with or satisfied; (ii) any failure of the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets Purchaser or the Assumed Liabilities, or BuyerVendor, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (biii) subject to Section 6.1 and 7.1, any lease, sublease, licence or other agreement entered into by the occurrence Purchaser, the Corporation, any of the Corporation's Subsidiaries or non-occurrence franchisees to occupy real property after the date of the Acquisition Agreement and any amendment to any of the Leases or the CPI Leases; provided, however, that the delivery of any fact notice pursuant to this Section 8.2 shall not limit or event which would be reasonably likely otherwise affect the remedies available hereunder to cause the parties receiving such notice. The Purchaser shall give prompt notice to the Vendor of any condition set forth in Article VII hereof not price increases it makes. The Purchaser and the Vendor will promptly supplement or amend all of the Schedules and Exhibits hereto with respect to be satisfiedany matter hereafter arising which, (c) any notice of, if existing or other communication relating to, a default or event that, with notice or lapse occurring at the date of time or boththis Agreement, would become a default under any Contract disclosed (or have been required to be disclosedset forth or described in such Schedule and Exhibit hereto (or provide a certificate of an officer certifying to which Schedules and Exhibits do not need to be supplemented or amended pursuant to the terms of this Agreement) on Section 4.05 at the following times: (i) November 26, 1997; (ii) ten Business Days prior to the day of the Seller Disclosure LetterCPI Meeting; and (iii) at the Closing. No supplement or amendment of a Schedule or Exhibit made pursuant to this Section shall be deemed to cure any breach of, (d) the occurrence affect or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in otherwise diminish any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or unless the other communication from any Person alleging that the consent of such Person is or may be required party hereto specifically agrees thereto in connection with the transactions contemplated by this Agreement, or (f) the occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; provided, that no such notification, nor the obligation to make such notification, shall affect the representations, warranties or covenants, or the conditions to the obligations of, Sellerwriting.

Notification of Certain Matters. Seller The Company shall promptly notify Buyer give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, upon obtaining knowledge of (a) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may be, (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or other communication received by such party from any Person Governmental Entity in connection with this Agreement, the Merger or the transactions contemplated hereby, or from any person alleging that the consent of such Person person is or may be required in connection with the Merger or the transactions contemplated by hereby, (b) any actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its subsidiaries which relate to this Agreement, the Merger or the transactions contemplated hereby, and (fc) any fact, event or circumstance known to it that (i) in the occurrence case of any eventthe Company, circumstance, development, state of individually or taken together with all other facts, occurrenceevents and circumstances known to it, change has had, or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expectedexpected to have, individually or in the aggregate, to result in a Material Adverse Effect, (ii) would cause or constitute, or would reasonably be expected to cause or constitute, a breach in any material respect of any of such person’s representations, warranties, covenants or agreements contained herein, (iii) would cause, or would reasonably be expected to cause, the failure of any condition precedent to Parent’s or the Company’s obligations under this Agreement or (iv) would reasonably be expected to prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; provided, however, that no such notification(x) the delivery of any notice pursuant to this Section 6.10 shall not limit or otherwise affect any remedies available to Parent or the Company, nor the obligation to make such notificationas applicable, shall affect the representationsor prevent or cure any misrepresentations, warranties breach of warranty or covenants, breach of covenant or the conditions to the obligations ofof the parties under this Agreement, Sellerand (y) disclosure by the Company or Parent shall not be deemed to amend or supplement the Company Disclosure Schedule or the Parent Disclosure Schedule, as applicable, or constitute an exception to any representation or warranty. This Section 6.10 shall not constitute a covenant or agreement for purposes of Section 7.2(b) or 7.3(b).

Notification of Certain Matters. Seller During the Interim Period, each Party shall promptly notify Buyer of give prompt notice to the other Parties in writing if such Party or its Affiliates becoming aware (a) any material actions, suits, claims or proceedings in connection awareness being determined with the transactions contemplated by this Agreement commenced or, reference to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets Company or the Assumed Liabilities, or BuyerKnowledge of Purchaser, as the case may be, ): (ba) of the occurrence or non-occurrence of any fact event the occurrence or event non-occurrence of which would be has caused or is reasonably likely to cause any condition conditions to the Closing set forth in Article VII hereof not to be satisfied, satisfied or (cb) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or other communication from any Person alleging that Governmental Authority which is reasonably likely to have a material impact on the consent ability of the Parties to consummate the Transactions or to materially delay the timing thereof. No such Person is notice shall constitute an acknowledgement or may be required in connection with admission by the transactions contemplated by this Agreement, Party providing the notice regarding whether or (f) not any of the occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect or conditions to the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expected, individually Closing have been satisfied or in the aggregate, to result in a Material Adverse Effect; provided, that no such notification, nor the obligation to make such notification, shall affect determining whether or not any of the representations, warranties or covenantscovenants contained in this Agreement have been breached. During the Interim Period, the Purchaser, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of any shareholder demands or other shareholder proceedings (including derivative claims) relating to this Agreement, any other Ancillary Documents or any matters relating thereto (collectively, the “Transaction Litigation”) commenced against, in the case of the Purchaser, the Purchaser or any of its Representatives (in their capacity as a representative of the Purchaser) or, in the case of the Company, the Company or any of its Representatives (in their capacity as a representative of the Company). The Purchaser and the Company each (i) shall keep the other Party reasonably informed regarding any Transaction Litigation, (ii) shall give the other Party the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other Party in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) shall consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) shall reasonably cooperate with each other Party. Notwithstanding the foregoing, (x) the Purchaser and the Company shall jointly control the negotiation, defense and settlement of any such Transaction Litigation and (y) in no event shall the Purchaser (or any of its Representatives), on the one hand, or the conditions Company (or any of its Representatives), on the other hand, settle or compromise any Transaction Litigation brought without the prior written consent of the other Party (not to the obligations ofbe unreasonably withheld, Sellerconditioned or delayed).

Notification of Certain Matters. Seller The Company (on behalf of itself and its Subsidiaries) and Parent (on behalf of itself and Merger Sub) shall promptly notify Buyer each other of (a) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may be, (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or other communication received by such party or its Representatives from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated by this Agreementhereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation, Parent, Merger Sub or the prompt consummation of the transactions contemplated hereby, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relates to or is reasonably expected to affect the prompt consummation of the Merger or the other transactions contemplated hereby, (c) the discovery of any fact or circumstance that, or (f) the occurrence or non-occurrence of any eventevent the occurrence or non-occurrence of which, circumstancehas caused or would be reasonably likely to cause or result in any of the conditions to the Merger set forth in ARTICLE VI not being satisfied or satisfaction of those conditions being materially delayed, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect or (d) the occurrence or non-occurrence of any event, circumstancechange, development, state of factscircumstance, occurrence, change state of facts or effect which would reasonably be expectedeffect, individually or in the aggregate, that has caused or is reasonably likely to result cause any representation or warranty contained in a Material Adverse Effectthis Agreement of such party to be untrue or inaccurate in any material respect, or (e) any material failure of the Company, Merger Sub or Parent, as the case may be, or any officer, director, employee, agent or Representative of the Company, Merger Sub or Parent, as applicable, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that failure to give prompt notice pursuant to this Section 5.9 shall not constitute a failure of a condition to the Merger set forth in ARTICLE VI except to the extent that the underlying fact or circumstance not so notified would, standing alone, constitute such a failure; provided, further that that no such notification, nor the obligation notification given by any party pursuant to make such notification, this Section 5.9 shall (A) limit or otherwise affect any of the representations, warranties or warranties, covenants, obligations or conditions contained in this Agreement, (B) otherwise prejudice in any way the conditions rights and remedies contained in this Agreement, (C) be deemed to affect or modify such party’s reliance on the obligations ofrepresentations, Sellerwarranties, covenants and agreements made by the other parties in this Agreement or (D) be deemed to amend or supplement the Company Disclosure Letter or prevent or cure any misrepresentation, breach of warranty or breach of covenant by such party.

Notification of Certain Matters. Seller Each party shall promptly notify Buyer give prompt written notice to each other party of (a) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may be, (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby, (b) notice or communication from any Governmental Entity in connection with the transactions contemplated hereby, (c) the occurrence, or failure to occur, of any event of which it becomes aware that has caused or could reasonably be 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 respect or any such representation or warranty that is not so qualified being or becoming as of any time between the date of this Agreement and the Effective Date untrue or inaccurate in any material respect, (d) the failure of it to comply with or satisfy in any material respect any 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, suit, investigation, inquiry or proceeding which relates to the consummation of the transactions contemplated hereby or the issuance of any Order affecting the Company, any of its Subsidiaries or, to the extent known by the Company, any Company Managed Practice 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 date of this Agreement, would have been required to have been disclosed pursuant to Section 3.1. The Company shall provide bi-weekly written updates to Parent on an aggregated basis regarding the status of negotiations between the Company, its Subsidiaries or (f) if known to the occurrence Company, the Company Managed Practices, on the one hand, and commercial entities, on the other hand, relating to the pricing for drugs or other pharmaceutical products for purposes of reimbursement. The delivery of any event, circumstance, development, state of facts, occurrence, change notice pursuant to this Section 5.9 is for informational purposes and shall not limit or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; provided, that no such notification, nor the obligation to make such notification, shall otherwise affect the representations, warranties remedies available hereunder to any party or covenants, or the conditions to the obligations of, Sellerparties receiving such notice.

Notification of Certain Matters. Seller shall promptly notify Buyer of Between the date hereof and the Closing, each party to this Agreement will give prompt notice in writing to the other parties hereto of: (ai) any material actionsinformation that indicates that any representation or warranty of such party contained herein was not true and correct as of the date hereof, suits(ii) the occurrence of any event which could result in the failure to satisfy a condition specified in Article 6 or Article 7 hereof, claims as applicable, (iii) any notice or proceedings other communication from any third person alleging that the consent of such third person is or may be required in connection with the transactions contemplated by this Agreement commenced orAgreement, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as and (iv) in the case may beof the Stockholders and the Companies, (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a any default or event thatwhich, with notice or lapse of time or both, would become a default under any Contract disclosed material Company Agreement. Each of X. Xxxxx, X. Xxxxx, X. Xxxxx and Xxxxxxxx shall (or required to be disclosedx) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence promptly advise UAG of any fact, circumstance or event of which Seller obtain Knowledge which would he has knowledge that has, or could reasonably be likely expected to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccuratehave, a Material Adverse Effect, (ey) confer on a regular basis with one or more designated representatives of UAG to report operational matters and to report the general status of ongoing operations, and (z) notify UAG of any emergency or other change in the normal course of business or in the operation of the properties of the Companies and of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated) or adjudicatory proceedings involving the Companies or any of their assets or operations, and will keep UAG fully informed of such events and permit UAG's representatives access to all materials prepared in connection therewith. Each Stockholder shall give prompt notice to UAG of any notice or other communication from any Person alleging that third person asserting any right, title or interest in any of the consent Shares held by the Stockholder (including, without limitation, any threat to commence, or notice of the commencement of any action or other proceeding with respect to any of such Person is Shares) or may be required in connection with the transactions contemplated by this Agreement, or (f) the occurrence of any event, circumstance, development, state other event of facts, occurrence, change or effect which the Stockholder has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect knowledge which would reasonably be expected, individually or in the aggregate, to could result in a Material Adverse Effect; provided, that no such notification, nor any failure to consummate the obligation to make such notification, shall affect sale of the representations, warranties or covenants, or the conditions to the obligations of, SellerStockholder's Shares as contemplated hereby.

Notification of Certain Matters. Seller During the Interim Period, (x) each Party shall promptly notify Buyer of give prompt notice to the other Parties if such Party or its Affiliates, and (y) the Company shall give prompt notice to the Purchaser if, to the Company’s Knowledge, any Target or its Affiliates: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates hereunder, under the Cerevast Acquisition Agreement, under the Aegeria Acquisition Agreement, or under the Novokera Acquisition Agreement, in any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may be, respect; (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) receives any notice or other communication in writing from any Person third party (including any Governmental Authority) alleging (i) that the consent Consent of such Person third party is or may be required in connection with the transactions contemplated by this Agreement or the transactions contemplated by the Cerevast Acquisition Agreement, the Aegeria Acquisition Agreement, or the Novokera Acquisition Agreement, or (fii) any non-compliance with any Law by such Person or its Affiliates; (c) receives any notice or other communication from any Governmental Authority in connection with the occurrence transactions contemplated by this Agreement or the transactions contemplated by the Cerevast Acquisition Agreement, the Aegeria Acquisition Agreement, or the Novokera Acquisition Agreement; (d) discovers any fact or circumstance that, or becomes aware of any event, circumstance, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any eventevent the occurrence or non-occurrence of which, circumstancewould make any representation or warranty contained in this Agreement, developmentthe Cerevast Acquisition Agreement, state the Aegeria Acquisition Agreement, or the Novokera Acquisition Agreement false or untrue, would constitute a breach of factsany covenant or agreement contained in this Agreement, occurrencethe Cerevast Acquisition Agreement, change the Aegeria Acquisition Agreement, or effect which the Novokera Acquisition Agreement, or would reasonably be expectedexpected to cause or result in any of the conditions to the Closing set forth in this Agreement, individually the Cerevast Acquisition Agreement, the Aegeria Acquisition Agreement, or the Novokera Acquisition Agreement not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Person or any of its Affiliates, or any of their respective properties or assets, or, to the actual knowledge of such Person, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Person or of its Affiliates with respect to the consummation of the transactions contemplated by this Agreement, or the transactions contemplated by the Cerevast Acquisition Agreement, the Aegeria Acquisition Agreement, or the Novokera Acquisition 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 the aggregate, to result in a Material Adverse Effect; provided, that no such notification, nor the obligation to make such notification, shall affect determining whether or not any of the representations, warranties or covenantscovenants contained in this Agreement, or the conditions to Cerevast Acquisition Agreement, the obligations ofAegeria Acquisition Agreement, Seller.and/or the Novokera Acquisition Agreement have been breached. 69

Notification of Certain Matters. Seller The Company and Parent shall promptly notify Buyer of (a) any material actions, suits, claims or proceedings in connection with use reasonable efforts to give prompt notice to Parent and the transactions contemplated by this Agreement commenced or, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or BuyerCompany, as the case may be, (b) of the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, or (f) the occurrence of any material event, circumstance, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of which causes a breach of any eventrepresentation or warranty of the Company or Parent, circumstanceas the case may be, development, state of facts, occurrence, change or effect which would reasonably be expected, individually or contained in the aggregate, to result in a Material Adverse Effectthis Agreement; provided, however, that no the delivery of any notice pursuant to this Section 5.8 shall not (a) limit or otherwise affect any remedies available to the party receiving such notificationnotice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.8, nor the obligation to make such notificationhowever, shall affect be deemed to amend or supplement the representationsCompany Disclosure Schedule or prevent or cure any misrepresentations, warranties breach of warranty or covenantsbreach of covenant. Additional Documents and Further Assurances. Each party hereto, at the request of another party hereto, shall execute and deliver such other instruments and do and perform such other reasonable acts and things as may be necessary or desirable for effecting completely the conditions consummation of the Merger and the transactions contemplated hereby. Registration Statement on Form S-3. Parent shall use its best efforts to prepare and file with the SEC within forty-five (45) days of Closing, and shall use its reasonable diligent efforts to cause to become effective as soon as practicable thereafter, a Registration Statement on Form S-3 with the SEC covering the resale of the shares of Parent Common Stock issued to holders of Company Preferred Stock, Bridge Notes and beneficiaries of the Amendment to the obligations of, Seller.Management Plan pursuant to the Merger. Any such registration shall be subject to the terms and conditions set forth in the Declaration of Registration Rights attached hereto as Exhibit D.

Notification of Certain Matters. Seller (a) From the date hereof until the Closing, to the extent the SALIC Parties have such Knowledge, the SALIC Parties shall promptly notify Buyer Purchaser in writing of: (i) any circumstance, event or action the existence, occurrence or taking of which (a) any material actionshas had or could reasonably be expected to have, suitsindividually or in the aggregate, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may bea SALIC Material Adverse Effect, (b) the occurrence has resulted in or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would could reasonably be likely expected to result in any representation or warranty made by Seller SALIC hereunder or under any other Ancillary Agreement not being true and correct or (c) could reasonably be expected to result in this Agreement the failure of any of the conditions set forth in Article VII to be materially untrue or inaccurate, satisfied; (eii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated Transactions, provided that, if the SALIC Parties are restricted by any confidentiality or non- disclosure obligation that would prevent the SALIC Parties from providing such notice, the SALIC Parties will provide Purchaser with sufficient information, including, the nature of the confidentiality or non-disclosure obligation, the nature of such consent, the type of transaction to which such consent relates, the nature of the counterparty alleging to have such consent right, and any other information reasonably necessary for Purchaser to evaluate such Person’s alleged consent right; (iii) any notice or other communication from any Governmental Authority in connection with the Transactions; and (iv) any Actions commenced or threatened against, relating to or involving or otherwise affecting any SALIC Group Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.9 or (fthat relates to the consummation of the Transactions. Purchaser’s receipt of information pursuant to this Section 5.11(a) the occurrence of or otherwise shall not operate as a waiver or otherwise affect any eventrepresentation, circumstancewarranty, development, state of facts, occurrence, change covenant or effect which has had a Material Adverse Effect agreement given or made by SALIC in this Agreement or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; provided, that no such notification, nor the obligation to make such notification, shall affect the representations, warranties or covenants, or the conditions to the obligations of, Sellerother Ancillary Agreement.

Notification of Certain Matters. During the period following the date of this Agreement until the earlier of the Closing Date and the termination of this Agreement pursuant to its terms, each of Seller and Purchaser shall promptly notify Buyer give prompt notice to the other party upon receiving Knowledge of (a) any material actionsnotices, suitscomplaints, claims investigations or proceedings in connection hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities with respect to the transactions contemplated hereby or by this Agreement commenced or, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may beAncillary Agreements, (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, written notices or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or other communication written communications from any Person third Persons alleging that the consent of such Person is or may be required with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in connection with each case, to the transactions contemplated by this Agreement, or (fd) the occurrence of any material event, circumstance, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which that would reasonably be expected, individually expected to give rise to a failure of a condition precedent set forth in Article IX or in that would otherwise reasonably be expected to prevent or materially delay the aggregate, to result in a Material Adverse Effectconsummation of the transactions contemplated by this Agreement; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification, nor the obligation notification or failure to make such notification, notification shall affect the representations, warranties warranties, covenants or covenants, agreements of the parties herein or the conditions to the obligations ofof the parties hereunder or constitute, Sellerin and of itself, a breach giving rise to the failure of a condition to the Closing set forth in Article IX. For clarity, neither any such supplemental disclosure, nor any failure by Seller to make any such supplement if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfied.

Notification of Certain Matters. Seller shall promptly notify Buyer of Between the date hereof and the Merger Closings, each party to this Agreement will give prompt notice in writing to the other party hereto of: (ai) any material actionsinformation that indicates that any representation and warranty of such party contained herein was not true and correct as of the date hereof or will not be true and correct as of the Closing Date, suits(ii) the occurrence of any event which could result in the failure to satisfy a condition specified in Article 6 or Article 7 hereof, claims as applicable, (iii) any notice or proceedings other communication from any third person alleging that the consent of such third person is or may be required in connection with the transactions contemplated by this Agreement commenced orAgreement, to and (iv) in the Knowledge case of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s BusinessShareholders, the Purchased Assets or Partnership and the Assumed LiabilitiesCompanies, or Buyer, as the case may be, (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a any default or event thatwhich, with notice or lapse of time or both, would become a default under any Contract disclosed Company Agreement. Each party hereto will (x) promptly advise the other party hereto of any event that has, or could reasonably be expected in the future to have, a Material Adverse Effect on the Companies, the Partnership or on UAG and the UAG Subsidiaries, taken as a whole, as applicable, (y) confer on a regular and frequent basis with one or more designated representatives of the other party to report operational matters and to report the general status of ongoing operations, and (z) notify the other party of any emergency or other change in the normal course of business or in the operation of the properties of the Companies or the Partnership and of any governmental complaints, investigations or hearings (or required to communications indicating that the same may be disclosedcontemplated) on Section 4.05 or adjudicatory proceedings involving any property of the Seller Disclosure LetterCompanies or the Partnership, (d) and will keep the occurrence or existence other party fully informed of any fact, circumstance or event such events and permit the other party access to all materials prepared in connection therewith. Each Shareholder shall give prompt notice to UAG of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or other communication communi- cation from any Person alleging that third person asserting (i) any right, title or interest in any of the consent shares of the Companies' stock held by such Person is or may be required in connection with the transactions contemplated by this AgreementShareholder (including, without limitation, any threat to commence, or notice of the commencement of any action or other proceeding with respect to any shares of the Companies' stock), (fii) any right, title or interest in the Partnership (including, without limitation, any threat to commence, or notice of the commencement of any action or other proceeding with respect to any ownership interest in the Partnership) or (iii) the occurrence of any event, circumstance, development, state other event of facts, occurrence, change or effect which such Shareholder has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect knowledge which would reasonably be expected, individually or in the aggregate, to could result in a Material Adverse Effect; provided, that no such notification, nor any failure to consummate the obligation to make such notification, shall affect the representations, warranties or covenants, or the conditions to the obligations of, Sellertransactions as contemplated by this Agreement.

Notification of Certain Matters. Seller Parent, Holdco, Hxxxxxxx and Purchaser shall promptly notify Buyer of (a) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, give prompt notice to the Knowledge of Seller, threatened, against Seller or Company if any of its Subsidiaries relating to the Joe’s Business, following occur after the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may be, date of this Agreement: (bi) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller Parent, Holdco, Hxxxxxxx or Purchaser in this Agreement is untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time; (ii) there has been a material failure of Parent, Holdco, Hxxxxxxx or Purchaser or any of their respective representatives to comply with or satisfy any covenant, condition or agreement to be materially untrue complied with or inaccurate, satisfied by it or them hereunder; (eiii) receipt of any notice or other communication in writing from any Person third party alleging that the consent Consent of such Person third party is or may be required in connection with the transactions contemplated by this Agreement or the Transaction Documents, provided that such Consent would have been required to have been disclosed in this Agreement; (iv) receipt of any material notice or other communication from any Governmental Authority (including, but not limited to, the NASD) in connection with the transactions contemplated by this Agreement or the Transaction Documents; (fv) the occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect an event which would reasonably be expected, individually or in the aggregate, expected to result in have a Purchaser Material Adverse Effect; providedor (vi) the commencement or threat of any Litigation involving or affecting Parent, that no Hxxxxxxx or any of their respective subsidiaries, or any of their respective properties or assets, or, to its knowledge, any employee, agent, director or officer, in his or her capacity as such, of Parent, Hxxxxxxx or any of their respective subsidiaries which, if pending on the date hereof, would have been required to have been disclosed in this Agreement or which relates to the consummation of the Offer or the Merger. No such notification, nor notice to the obligation Company shall have any effect on the determination of whether or not any of the conditions to make such notification, shall affect Closing or to the consummation of the Offer have been satisfied or in determining whether or not any of the representations, warranties or covenants, or the conditions to the obligations of, Sellercovenants contained in this Agreement have been breached.

Notification of Certain Matters. Seller shall promptly notify Buyer of Between the date hereof and the Closing, each party to this Agreement will give prompt notice in writing to the other parties hereto of: (ai) any material actionsinformation that indicates that any representation and warranty of such party contained herein was not true and correct as of the date hereof or will not be true and correct as of the Closing, suits(ii) the occurrence of any event which could result in the failure to satisfy a condition specified in Article 6 or Article 7 hereof, claims as applicable, (iii) any notice or proceedings other communication from any third person alleging that the consent of such third person is or may be required in connection with the transactions contemplated by this Agreement commenced orAgreement, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as and (iv) in the case may beof the Stockholder and the Companies, (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a any default or event thatwhich, with notice or lapse of time or both, would become a default under any Contract disclosed Company Agreement. The Stockholder shall (x) promptly advise UAG of any event that has, or could in the future have, a Material Adverse Effect (y) confer on a regular basis with one or more designated representatives of UAG to report operational matters and to report the general status of ongoing operations, and (z) notify UAG of any emergency or other change in the normal course of business or in the operation of the properties of the Companies and of any governmental complaints, investigations or hearings (or required communications indicating that the same may be contemplated) or adjudicatory proceedings involving the Companies or any of their assets or operations, and will keep UAG fully informed of such events and permit UAG's representatives access to be disclosed) on Section 4.05 all materials prepared in connection therewith. The Stockholder shall give prompt notice to UAG of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or other communication from any Person alleging that third person asserting any right, title or interest in any of the consent of such Person is or may be required in connection with Shares held by the transactions contemplated by this AgreementStockholder (including, without limitation, any threat to commence, or (fnotice of the commencement of any action or other proceeding with respect to any of the Shares) or the occurrence of any event, circumstance, development, state other event of facts, occurrence, change or effect which the Stockholder has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect knowledge which would reasonably be expected, individually or in the aggregate, to could result in a Material Adverse Effect; provided, that no such notification, nor any failure to consummate the obligation to make such notification, shall affect sale of the representations, warranties or covenants, or the conditions to the obligations of, SellerShares as contemplated hereby.

Notification of Certain Matters. Seller Parent shall promptly notify Buyer of (a) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, give prompt notice to the Knowledge of Seller, threatened, against Seller or Web if any of its Subsidiaries relating to the Joe’s Business, following occur from the Purchased Assets or date of this Restated Agreement through the Assumed Liabilities, or Buyer, as the case may be, Closing Date: (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (ci) any notice of, or other communication relating to, a default or event thatEvent which, with notice or lapse of time or both, would become a default under any Parent Material Contract disclosed which could have a Parent Material Adverse Effect; (or required to be disclosedii) on Section 4.05 receipt of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or other communication from any Person third party alleging that the consent Consent of such Person third party is or may be required in connection with the transactions contemplated by this Restated Agreement, or ; (fiii) the occurrence receipt of any eventmaterial notice or other communication from any regulatory authority (including, circumstancebut not limited to, development, state of facts, occurrence, change the NYSE or effect which has had a Material Adverse Effect or any other securities exchange) in connection with the occurrence or non-occurrence transactions contemplated by this Restated Agreement; (iv) receipt of any event, circumstance, development, state notice of facts, occurrence, change or effect other communication regarding or otherwise obtaining knowledge of an Event which would reasonably be expected, individually or in the aggregate, to result in have a Parent Material Adverse Effect; provided(v) receipt of any notice of or other communication regarding or otherwise obtaining knowledge of the commencement or threat of any Litigation involving or affecting Parent or any Active Parent Subsidiary or any of their respective properties or assets, that no such notificationor, nor to its knowledge, any employee, agent, director or officer, in his or her capacity as such, of Parent or any Active Parent Subsidiary which, if pending on the obligation date hereof, would have been required to make such notification, shall affect have been disclosed in this Restated Agreement or which relates to the representations, warranties consummation of the Merger or covenants, any material development in connection with any Litigation disclosed by Parent in or pursuant to this Restated Agreement or the conditions Parent Securities Filings; (vi) receipt of any notice of or other communication regarding or otherwise obtaining knowledge of any Event that could cause a breach by Parent of any provision of this Restated Agreement or any Parent Transaction Agreement, including such a breach that could occur if such Event had taken place on or prior to the obligations ofdate of this Restated Agreement; and (vii) amendment, Sellermodification or waiver of any provision of the Ionex Agreement referenced on SCHEDULE 3.7 hereto.

Notification of Certain Matters. Seller From the date hereof through the Closing, (i) Sellers shall promptly notify give prompt notice to Buyer of (a) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilitiesoccurrence, or Buyerfailure to occur, as the case may be, (b) the of any event which occurrence or non-occurrence of any fact or event which failure would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller Sellers contained in this Agreement or in any exhibit or schedule hereto to be materially untrue or inaccurate, (eb) any notice failure of any Seller, or any of their respective Affiliates, or of any of their respective shareholders or Representatives, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement or any exhibit or schedule hereto and (c) any communication or contact with, or other communication from action by, the U.S. Department of Justice ("DOJ") or the Office of the Inspector General ("OIG") (or any Person alleging that employee or representative thereof) relating in any way to the consent Compliance Report, including a description of such Person is or may be required in connection with the transactions contemplated by this Agreementnature and substance thereof and (ii) Buyer shall give prompt notice to Seller of (a) the occurrence, or (f) the occurrence failure to occur, of any event, circumstance, development, state of facts, occurrence, change or effect event which has had a Material Adverse Effect or the occurrence or non-occurrence failure would be likely to cause any representation or warranty of Buyer contained in this Agreement or in any exhibit or schedule hereto to be untrue or inaccurate and (b) any failure of Buyer, or any of its Affiliates, or of any event, circumstance, development, state of facts, occurrence, change its shareholders or effect which would reasonably be expected, individually or in the aggregateRepresentatives, to result in a Material Adverse Effectcomply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement or any exhibit or schedule hereto; provided, that no however, than such notificationdisclosure shall not be deemed to cure any breach of a representation. warranty, nor covenant or agreement or to satisfy any condition. Sellers shall promptly notify Buyer of any Default, the obligation to make such notification, shall affect the representations, warranties threat or covenantscommencement of any Action, or any development that occurs before the conditions to Closing that could in any way materially affect any of the obligations ofSellers, SellerEntities, Assets or Business.

Notification of Certain Matters. Seller The Company shall promptly notify Buyer of give prompt notice to Parent of: (a) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may be, (bi) the occurrence or non-occurrence nonoccurrence of any fact or event which would be reasonably likely to cause any condition the failure of either of the conditions set forth in Article VII hereof not Section 7.2(a) or Section 7.2(b) to be satisfied, met as of any time during the Interim Period; (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (dii) the occurrence or existence Company’s receipt of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or other communication from any Person third party alleging that the consent of such Person third party is or may be required in connection with the transactions contemplated by this Agreement, including the Merger (unless such consent has been previously identified on Schedule 3.3 of the Company Disclosure Schedule); or (fiii) the occurrence existence of any event, circumstance, development, state of facts, occurrence, change facts or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which circumstances that would reasonably be expected, individually or in the aggregate, expected to result in a Company Material Adverse Effect. Parent shall give prompt notice to the Company of: (x) the occurrence or nonoccurrence of any event which would be likely to cause the failure of either of the conditions set forth in Section 7.1(a) or Section 7.1(b) to be met as of any time during the Interim Period; provided(y) Parent’s or any Parent Subsidiary’s receipt of 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, including the Merger (unless such consent has been previously identified on Schedule 4.3 of the Parent Disclosure Schedule); or (z) the existence of any facts or circumstances that no such notification, nor the obligation would reasonably be expected to make such notification, result in a Parent Material Adverse Effect. The delivery of any notice pursuant to this Section 5.11 shall not limit or otherwise affect the representationsremedies available hereunder to the party receiving such notice nor be deemed to have amended any of the disclosures set forth in the Company Disclosure Schedule or Parent Disclosure Schedule, as applicable, to have qualified the representations and warranties contained herein or covenantsto have cured any misrepresentation or breach of a representation or warranty that otherwise might have existed hereunder by reason of such material development. No disclosure after the date of this Agreement of the untruth of any representation and warranty made in this Agreement will operate as a cure of any breach of the failure to disclose the information, or the conditions to the obligations of, Sellerof any untrue representation or warranty made herein.

Notification of Certain Matters. Seller Purchaser, on the one hand, and Sellers and the Company, on the other hand, shall use their respective Commercially Reasonable Efforts to promptly notify Buyer each other of (ai) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, to the Knowledge of SellerSellers or the Knowledge of Purchaser, threatened, against Seller or any of its Subsidiaries relating to the Joe’s BusinessSellers, the Purchased Assets Subject Companies or the Assumed Liabilities, or BuyerPurchaser, as the case may be, ; (bii) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof VI not to be satisfied, ; (ciii) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed Company Contract; (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (div) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to could result in any representation or warranty made by Seller Sellers or Purchaser, as the case may be, in this Agreement or in any schedule, exhibit or certificate or delivered herewith, to be materially untrue or inaccurate, ; (ev) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, ; or (fvi) the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expectedwould, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; provided, however, that no such notification, nor the obligation to make such notification, notification shall affect the representations, warranties warranties, covenants or covenants, agreements of the Parties (or remedies with respect thereto) or the conditions to the obligations ofof the Parties under this Agreement; and provided, Sellerfurther, that a breach of this Section 5.7 shall not be considered for purposes of determining the satisfaction of the closing conditions set forth in Article VI or give rise to a right of termination under Article VII or a right to indemnification under Article VIII if the underlying breach or breaches with respect to which the other party failed to give notice would not result in the failure of the closing conditions set forth in Article VI or would not result in the ability of such non-breaching Party to terminate this Agreement or to obtain indemnification, as the case may be.

Notification of Certain Matters. Seller shall promptly notify Buyer of Between the date hereof and the Closing, each party to this Agreement will give prompt notice in writing to the other party hereto of: (ai) any material actionsinformation that indicates that any representation and warranty of such party contained herein was not true and correct as of the date hereof or will not be true and correct as of the Closing, suits(ii) the occurrence of any event which could result in the failure to satisfy a condition specified in Article 6 or Article 7 hereof, claims as applicable, (iii) any notice or proceedings other communication from any third person alleging that the consent of such third person is or may be required in connection with the transactions contemplated by this Agreement commenced orAgreement, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as and (iv) in the case may beof the Stockholder and the Company, (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a any default or event thatwhich, with notice or lapse of time or both, would become a default under any Contract disclosed Company Agreement. Each party hereto will (x) promptly advise the other party hereto of any event that has, or could in the future have, a Material Adverse Effect or material adverse effect on LAS and the its subsidiaries, taken as a whole, as applicable, (y) confer on a regular and frequent basis with one or more designated representatives of the other party to report operational matters and to report the general status of ongoing operations, and (z) notify the other party of any emergency or other change in the normal course of business or in the operation of the properties of the Company and of any governmental complaints, investigations or hearings (or required to communications indicating that the same may be disclosedcontemplated) on Section 4.05 or adjudicatory proceedings involving any property of the Seller Disclosure LetterCompany or LAS, (d) as applicable, and will keep the occurrence or existence other party fully informed of any fact, circumstance or event such events and permit LAS's representatives access to all materials prepared in connection therewith. The Stockholder shall give prompt notice to LAS of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or other communication from any Person alleging that third person asserting any right, title or interest in any of the consent of such Person is or may be required in connection with Shares held by the transactions contemplated by this AgreementStockholder (including, without limitation, any threat to commence, or (fnotice of the commencement of any action or other proceeding with respect to the Shares) or the occurrence of any event, circumstance, development, state other event of facts, occurrence, change or effect which the Stockholder has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect knowledge which would reasonably be expected, individually or in the aggregate, to could result in a Material Adverse Effect; provided, that no such notification, nor any failure to consummate the obligation to make such notification, shall affect sale of the representations, warranties or covenants, or the conditions to the obligations of, SellerShares as contemplated hereby.

Notification of Certain Matters. Seller Subject to applicable Law, the Company shall promptly notify Buyer of give reasonably prompt notice in writing to Kuraray, Parent and Merger Sub, and Kuraray, Parent and Merger Sub shall give reasonably prompt notice in writing to the Company of, to each party’s Knowledge, (a) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may be, (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, or (f) the occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state the occurrence or non-occurrence of facts, occurrence, change or effect which would be reasonably likely to cause any condition to the Merger to be expectedunsatisfied at the Effective Time, individually (b) any material failure of the Company or in Kuraray, Parent or Merger Sub, as the aggregatecase may be, to result comply with or satisfy any covenant or agreement to be complied with or satisfied by it under this Agreement, (c) any material notice or other material communication from any Governmental Entity in connection with the Transactions, and a Material Adverse Effectcopy of any such notice or communication shall be furnished to the other party hereto, together with the such Party’s written notice, (d) any filing or notice made by the Company with any Governmental Entity in connection with the Transactions, and a copy of any such filing or notice shall be furnished to Kuraray and Parent together with the Company’s written notice, and (e) any Actions commenced or, to the Knowledge of the parties, threatened against, relating to or involving or otherwise affecting the parties that, if pending as of or prior to the date of this Agreement, would have been required to have been disclosed pursuant to Article III or Article IV, as applicable, or that relate to the consummation of the Transactions; provided, however, that no the delivery of any notice pursuant to this Section 6.4 shall not limit or otherwise affect the remedies available under this Agreement to the party receiving such notificationnotice, nor shall any such notice operate as a waiver or otherwise affect any representation, warranty, covenant or other provision of this Agreement, or the obligation to make such notification, shall affect obligations of the representations, warranties or covenants, parties or the conditions to the obligations ofof the parties under this Agreement; provided, Sellerfurther, that a failure to comply with this Section 6.4 shall not constitute the failure of any condition set forth in Article VII to be satisfied unless the underlying Change would independently result in the failure of such condition to be satisfied.

Notification of Certain Matters. Purchaser, on the one hand, and Seller on the other hand, shall use their respective commercially reasonable efforts to promptly notify Buyer each other of (ai) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, to the Knowledge of SellerSeller or the Knowledge of Purchaser, threatened, against Seller or any of its Subsidiaries relating to the Joe’s BusinessSeller, the Purchased Assets Subject Companies or the Assumed Liabilities, or BuyerPurchaser, as the case may be, ; (bii) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof VI not to be satisfied, ; (ciii) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed Company Contract; (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (div) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to could result in any representation or warranty made by Seller the Shareholders, Seller, Xxxxxxx-Xxxxxxxx or Purchaser, as the case may be, in this Agreement or in any schedule, exhibit or certificate or delivered herewith, to be materially untrue or inaccurate, ; (ev) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, ; or (fvi) the occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expectednot, individually or in the aggregate, to result in a Material Adverse Effect; provided, however, that no such notification, nor the obligation to make such notification, notification shall affect the representations, warranties warranties, covenants or covenants, agreements of the Parties (or remedies with respect thereto) or the conditions to the obligations ofof the Parties under this Agreement; provided, Sellerfurther that a breach of this Section 5.7 shall not be considered for purposes of determining the satisfaction of the closing conditions set forth in Article VI or give rise to a right of termination under Article VII or a right to indemnification under Article VIII if the underlying breach or breaches with respect to which the other party failed to give notice would not result in the failure of the closing conditions set forth in Article VI or would not result in the ability of such non-breaching Party to terminate this Agreement or to obtain indemnification, as the case may be.

Notification of Certain Matters. Seller The Buyers shall promptly notify Buyer give prompt written notice to the Sellers, and the Sellers shall give prompt written notice to the Buyers, of (a) the occurrence, or failure to occur, of any material actionsevent, suitswhich occurrence or failure to occur has caused, claims or proceedings is reasonably likely to cause, any representation or warranty of such party contained in connection with the transactions contemplated by this Agreement commenced orto be untrue or inaccurate, to in each case at any time from and after the Knowledge date of Sellerthis Agreement until the Closing Date, threatened, against Seller or (b) any failure of its Subsidiaries relating to the Joe’s Business, the Purchased Assets Buyers or the Assumed Liabilities, or BuyerSellers, as the case may be, (b) the occurrence to comply with or non-occurrence of satisfy any fact covenant, condition or event which would be reasonably likely to cause any condition set forth in Article VII hereof not agreement to be satisfiedcomplied with or satisfied by it under this Agreement, (c) any notice ofthe receipt by such party (or, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 in the case of the Seller Disclosure LetterSellers, (dthe Company or any of its Affiliates) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) 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 hereby, (d) the receipt by this Agreementsuch party (or, in the case of the Sellers, the Company or any of its Affiliates) of any written inquiry or investigation from any Governmental Authority that would reasonably be expected to have an adverse impact on the Sellers’ or the Company’s ability to consummate the transactions contemplated hereby, or (fe) to the occurrence Knowledge of the Sellers, as applicable, a claim that arises against or affecting such party (or, in the case of the Sellers, the Company or any event, circumstance, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which its Subsidiaries) that would reasonably be expected, individually or in expected to have an adverse impact on the aggregate, Company's ability to result in a Material Adverse Effect; provided, that no such notification, nor consummate the obligation to make such notification, shall affect the representations, warranties or covenants, or the conditions to the obligations of, Sellertransactions contemplated hereby.

Notification of Certain Matters. Seller shall promptly notify Buyer of Parent may (abut is not obligated to) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, deliver to the Knowledge Buyer no later than the end of Seller, threatened, against Seller or the second (2nd) Business Day prior to the Closing Date a schedule of changes (the “Update Schedule”) to any of its Subsidiaries relating the information contained in the Schedules hereto (including changes to any other representations or warranties in Article III hereof as to which no Schedule has been created as of the date hereof but as to which a Schedule would have been required if such changes had existed on the date hereof), which changes are required as a result of events or circumstances occurring subsequent to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may be, (b) the occurrence or non-occurrence of any fact or event date hereof which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in render any representation or warranty made by Seller in inaccurate or incomplete at any time after the date of this Agreement until the Closing Date, which Update Schedule shall be dated as of the Closing Date; provided, however, that in no event shall such Update Schedule limit in any way Seller Parent’s liability pursuant to be materially untrue this Agreement with respect to any inaccuracy or inaccurate, (e) any notice or other communication from any Person alleging that incompleteness in the consent Schedules as of such Person is or may be required the date hereof. Regardless of whether Seller Parent delivers an Update Schedule in connection accordance with the transactions contemplated by immediately preceding sentence, at any time after the date of this AgreementAgreement until the Closing Date, or (f) Seller Parent shall promptly notify the occurrence Buyer of any event, circumstance, development, state of facts, occurrence, change events or effect circumstances of which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect Seller Parent becomes aware which would could reasonably be expected, individually or in the aggregate, to result in have a Material Adverse Effect; providedmaterial adverse effect on the Business taken as a whole. From and after the date hereof until the Closing Date, that no such notification, nor Seller Parent shall promptly deliver to Buyer copies of any correspondence or communications received or sent by any of Seller Parent or any Seller (with respect to the obligation to make such notification, shall affect the representations, warranties or covenantsBusiness), or by any Sold Company or Sold Company Subsidiary, to or from, as applicable, any Governmental Authority with respect to any matters regarding the conditions to the obligations of, SellerBusiness’ compliance with any Export Control Laws.

Notification of Certain Matters. Seller Prior to the Acceptance Time, the Company shall promptly notify Buyer of provide prompt notice to Parent and Merger Sub, and Parent and Merger Sub shall provide prompt notice to the Company, upon becoming aware of: (a) the occurrence, or failure to occur, of any material actionsevent, suitswhich occurrence or failure to occur causes or is reasonably likely to cause a loss or non-ordinary course liability to the Company and the Company Subsidiaries, claims taken as a whole, equal to or proceedings in connection with the transactions contemplated by this Agreement commenced exceeding $5,000,000; (b)(i) any written notice or, to the Knowledge of Sellerthe Company, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may be, (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or other communication from any Person party to a Company Material Contract alleging that the consent of such Person is or may be required pursuant to such Company Material Contract in connection with the transactions contemplated by consummation of the Transactions, (ii) any written notice or, to the Knowledge of the Company, other material communication from any Governmental Authority in connection with the Transactions and (iii) any actions, suits, claims, investigations or proceedings commenced or, to its Knowledge, threatened against, relating to or involving or otherwise affecting the Company or any Company Subsidiaries or Parent or any Parent Subsidiaries, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any Section of this Agreement or that relate to the consummation of the Transactions; or (fc) any material failure of Parent and Merger Sub or the occurrence Company, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that the delivery of any eventnotice pursuant to this Section 6.6 shall not (i) cure any breach of, circumstance, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect or the occurrence or non-occurrence compliance with, any other provision of any eventthis Agreement or (ii) limit the remedies available to the party receiving such notice; provided further, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; providedhowever, that no the failure to provide any such notificationnotice pursuant to Section 6.3(d)(i), nor Section 6.3(d)(iii) or this Section 6.6 shall not excuse the obligation to make such notification, shall affect performance by any party hereto of its obligations hereunder so long as all of the representations, warranties or covenants, or the other conditions to the performance of such party's obligations of, Seller(other than compliance with such Sections) have been satisfied or waived.

Notification of Certain Matters. Seller The Company shall give notice to Purchasers, and Purchasers shall give notice to the Company, as promptly notify Buyer as reasonably practicable upon becoming aware of (a) any fact, change, condition, circumstance, event, occurrence or non-occurrence that has caused or is reasonably likely to cause any representation or warranty in this Agreement made by it to be untrue or inaccurate in any material actionsrespect at any time after the date hereof and prior to the Closing, suits(b) any material failure on its part to comply with or satisfy any covenant, claims condition or proceedings agreement to be complied with or satisfied by it hereunder or (c) the institution of or the threat of institution of any Legal Proceeding against the Company related to this Agreement or the transactions contemplated hereby. Notwithstanding anything herein to the contrary, Purchasers shall be entitled to terminate this Agreement as a result of a notice provided pursuant to this Section 4.11 if the matters disclosed would cause a failure of the closing conditions set forth in connection Sections 5.1 and 5.2. If Purchasers waive in writing the closing condition with respect to the matter disclosed in such notice that gives rise to a failure of such closing condition and the Closing occurs, Purchasers shall be deemed to have waived their rights to terminate this Agreement or prevent the consummation of the transactions contemplated by this Agreement commenced or, and waived their right to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating seek indemnification pursuant to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may be, (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, or (f) the occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect7; provided, that no such notificationhowever, nor if the obligation notice relates to a matter which was required to have been disclosed on the Disclosure Schedule as of the date hereof in order to make the representations or warranties of the Company true and correct as of such notificationdate, shall affect then after Closing the representations, warranties or covenants, or the conditions Purchasers may seek indemnification for Losses associated with such matter pursuant and subject to the obligations of, Sellerterms of Section 7 hereof.

Notification of Certain Matters. Seller Parent shall promptly notify Buyer of (a) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, give prompt notice to the Knowledge of Seller, threatened, against Seller or Big Stuff if any of its Subsidiaries relating to the Joe’s Business, following occur from the Purchased Assets or date of this Restated Agreement through the Assumed Liabilities, or Buyer, as the case may be, Closing Date: (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (ci) any notice of, or other communication relating to, a default or event thatEvent which, with notice or lapse of time or both, would become a default under any Parent Material Contract disclosed which could have a Parent Material Adverse Effect; (or required to be disclosedii) on Section 4.05 receipt of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or other communication from any Person third party alleging that the consent Consent of such Person third party is or may be required in connection with the transactions contemplated by this Restated Agreement, or ; (fiii) the occurrence receipt of any eventmaterial notice or other communication from any regulatory authority (including, circumstancebut not limited to, development, state of facts, occurrence, change the NYSE or effect which has had a Material Adverse Effect or any other securities exchange) in connection with the occurrence or non-occurrence transactions contemplated by this Restated Agreement; (iv) receipt of any event, circumstance, development, state notice of facts, occurrence, change or effect other communication regarding or otherwise obtaining knowledge of an Event which would reasonably be expected, individually or in the aggregate, to result in have a Parent Material Adverse Effect; provided(v) receipt of any notice of or other communication regarding or otherwise obtaining knowledge of the commencement or threat of any Litigation involving or affecting Parent or any Active Parent Subsidiary or any of their respective properties or assets, that no such notificationor, nor to its knowledge, any employee, agent, director or officer, in his or her capacity as such, of Parent or any Active Parent Subsidiary which, if pending on the obligation date hereof, would have been required to make such notification, shall affect have been disclosed in this Restated Agreement or which relates to the representations, warranties consummation of the Merger or covenants, any material development in connection with any Litigation disclosed by Parent in or pursuant to this Restated Agreement or the conditions Parent Securities Filings; (vi) receipt of any notice of or other communication regarding or otherwise obtaining knowledge of any Event that could cause a breach by Parent of any provision of this Restated Agreement or any Parent Transaction Agreement, including such a breach that could occur if such Event had taken place on or prior to the obligations ofdate of this Restated Agreement; and (vii) amendment, Sellermodification or waiver of any provision of the Ionex Agreement referenced on SCHEDULE 3.7 hereto.

Notification of Certain Matters. Seller (a) From the date of this Agreement until the Closing, the Sellers shall promptly notify Buyer the Purchaser of (ai)) any material actions, suits, claims notice or proceedings other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement commenced or, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may be, Agreement; (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (cii) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, Agreement or any of the other Transaction Documents; (iii) any Action commenced or threatened against any Seller or any of their Subsidiaries in connection with the transactions contemplated by this Agreement or any of the other Transaction Documents; (iv) any failure of any Seller to comply in all material respects with any of its covenants or agreements hereunder; or (fv) the occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expected, individually or in the aggregate, to event that could result in a Material Adverse Effectany of the conditions set forth in Article VIII or Article IX becoming incapable of being satisfied or that is otherwise materially adverse to the Business; provided, however, that no such notificationthe delivery of any notice by any Seller and the information or knowledge obtained by the Purchaser pursuant to this Section 6.15 shall not (A) operate as a waiver or affect or be deemed to affect or modify any representation, nor the obligation to make such notificationwarranty, shall affect the representationscovenant or agreement contained herein, warranties or covenants, or the conditions to the obligations ofof the parties to consummate the Closing in Article VIII or consummate the Fiber Transfer in Article IX or otherwise prejudice in any way the rights and remedies of the Purchaser hereunder, including pursuant to Article X, (B) be deemed to affect or modify the Purchaser’s reliance on the representations, warranties, covenants and agreements made by any Seller in this Agreement or (C) be deemed to amend or supplement the Sellers Disclosure Schedule or prevent or cure any misrepresentation, breach of warranty or breach of covenant by any Seller.. (b) From the date of this Agreement until the Closing, the Purchaser shall promptly notify the Sellers of (i) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or any of the other Transaction Documents; (iii) any Action commenced or threatened against the Purchaser or any of their Subsidiaries in connection with the transactions contemplated by this Agreement or any of the other Transaction Documents; (iv) any failure of the Purchaser to comply in all material respects with any of its covenants or agreements hereunder; or (v) the occurrence of any event that could result in any of the conditions set forth in Article VIII or Article IX becoming incapable of being satisfied; provided, however, that the delivery of any notice by the Purchaser and the information or knowledge obtained by the Sellers pursuant to this Section 6.15 shall not (A) operate as a waiver or affect or be deemed to affect or modify any representation, warranty, covenant or agreement contained herein, the conditions to the obligations of the parties to consummate the Closing in Article VIII or consummate the Fiber Transfer in Article IX or otherwise prejudice in any way the rights and remedies of the Sellers hereunder, including pursuant to Article X, (B) be deemed to affect or modify the Sellers’ reliance on the representations, warranties, covenants and agreements made by the Purchaser in this Agreement or (C) prevent or cure any misrepresentation, breach of warranty or breach of covenant by the Purchaser. Forest Certifications. (a) Prior to and after the Closing, the Sellers shall cooperate with the Purchaser and use commercially reasonable efforts to assist the Purchaser, as and when reasonably requested by

Notification of Certain Matters. Seller shall promptly notify Buyer of (a) The Company shall give prompt notice to Parent and Merger Sub, and Parent and Merger Sub shall give prompt notice to the Company, of (i) the occurrence or nonoccurrence of any material actions, suits, claims fact or proceedings Event the occurrence or nonoccurrence W02-SD:6AFP1\51393538 -47- Agreement and Plan of Merger 09EY-117690 PAGE of which would be likely to cause any representation or warranty contained in connection with the transactions contemplated by this Agreement commenced or, to be Materially untrue or inaccurate at or prior to the Closing Date, (ii) the discovery or receipt of information or Actual Knowledge of Seller, threatened, against Seller concerning any fact or circumstance which would be likely to cause any of its Subsidiaries relating representation or warranty contained in this Agreement to be Materially untrue or inaccurate at or prior to the Joe’s BusinessClosing Date, (iii) any failure of the Purchased Assets Company, Parent or the Assumed Liabilities, or BuyerMerger Sub, as the case may be, (b) the occurrence to comply with or non-occurrence of satisfy any fact covenant, condition or event which would be reasonably likely to cause any condition set forth in Article VII hereof not agreement to be satisfiedcomplied with or satisfied by it hereunder, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (eiv) any notice or other communication from any Person third party alleging that the consent Consent of such Person third party is or may be required in connection with the transactions contemplated by this AgreementTransactions, or (fv) the occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect Events which would reasonably be expected, individually or in the aggregate, likely to result in a Material Adverse Effect; providedprovided that with respect to any Event, that no information, knowledge, failure, notice or communication referred to in clauses (i) through (iv) next above, a Party shall not be required to provide notice pursuant to this Section 5.7 unless such notificationEvent, nor the obligation information, knowledge, failure, notice or communication, taken together with all other Events, information, knowledge, failures, notices or communications described but not previously notified pursuant to make such notificationthis Section 5.7, shall be material to Parent, Merger Sub or the Company. The delivery of any notice pursuant to this Section 5.7 shall not cure such Breach or non compliance or limit or otherwise affect the representationsrights, warranties obligations or covenants, or the conditions remedies available hereunder to the obligations of, SellerParty receiving such notice.

Notification of Certain Matters. Seller During the Pre-Closing Period, the Parent shall promptly notify Buyer give prompt notice to the Company, and the Company shall give prompt notice to the Parent, of (a) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilitiesoccurrence, or Buyerfailure to occur, as the case may beof any event, (b) the which occurrence or non-occurrence of any fact or event which would be failure to occur is reasonably likely to cause any condition to Closing set forth in Article VII hereof not to be satisfied, (cb) any notice offailure of such party (or, or other communication relating toin the case of the Parent, a default or event that, with notice or lapse of time or both, would become a default under Merger Sub) to perform in all material respects any Contract disclosed (or required obligation to be disclosed) on Section 4.05 of the Seller Disclosure Letterperformed by it under this Agreement, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (ec) any notice or other communication received by such party (or, in the case of the Parent, Merger Sub) from any Governmental Entity in connection with this Agreement or the transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection therewith, (d) any Legal Proceeding commenced or, to the Company’s Knowledge on the one hand and Parent’s knowledge, on the other hand, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries, which relate to this Agreement and the transactions contemplated hereby, (e) any notice or other communication (whether oral or written) received by the Company or otherwise between the Company and the holders of any Company Warrants with respect to the Company Warrants, including any such notice or communication requesting or attempting to effect the transfer, assignment, exercise or termination of any Company Warrants or otherwise relating to the terms and conditions of the Company Warrants, and (f) any written notice or other written communication received by the Company with respect to the Company’s Credit Facility or the Company’s Revolving Credit Agreement, including the exercise by any lender under the Credit Facility of any put notice to require the Company to repay loans outstanding under the Credit Facility. The Company will advise the Parent in writing no later than four (4) Business Days prior to the Closing Date of the amount required to be paid by the Company to the holders of the Company Warrants who have exercised their right to terminate Company Warrants in connection with consummation of the transactions contemplated by this Agreement. Notwithstanding the above, or (f) the occurrence delivery of any event, circumstance, development, state of facts, occurrence, change notice pursuant to this Section 6.9 will not limit or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; provided, that no such notification, nor the obligation to make such notification, shall otherwise affect the representations, warranties or covenants, remedies available hereunder to the party receiving such notice or the conditions to such party’s obligation to consummate the obligations of, SellerMerger.

Notification of Certain Matters. Seller Until the earlier of (y) the Effective Time or (z) the date of termination of this Agreement pursuant to the provisions of Section 9.1 hereof, the Company, on the one hand, and Parent, on the other hand, shall promptly notify Buyer of seek to give prompt, and in any event within 24 hours, notice to the other, of: (a) the occurrence or non- occurrence of any material actions, suits, claims event or proceedings in connection with the transactions contemplated by this Agreement commenced or, obtaining of any knowledge which is likely to cause any material representation or warranty of the Knowledge of Seller, threatened, against Seller Company or any of its Subsidiaries relating to the Joe’s BusinessPrincipal Stockholder, the Purchased Assets or the Assumed Liabilities, or Buyer, respectively and as the case may be, (b) on the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice ofone hand, or Parent or Sub, on the other communication relating tohand, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller contained in this Agreement to be materially untrue or inaccurateinaccurate at or prior to the Effective Time, and (eb) any failure of the Company or any Principal Stockholder, as the case may be, on the one hand, or Parent, on the other hand, to materially comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 6.5 shall not (y) limit or otherwise affect any remedies available under this Agreement to the party receiving such notice or other communication from any Person alleging that the consent (z) constitute an acknowledgment or admission of such Person is or may be required in connection with the transactions contemplated by a breach of this Agreement. In addition, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company shall give prompt notice to Parent in the form of an updated Disclosure Schedule of (a) any changes relating to the disclosures contained in Section 2.15(b) of the Disclosure Schedule with respect to any current proceedings or actions relating to any of the Company Registered Intellectual Property before any court or tribunal (including the PTO, the CIPO or equivalent authority anywhere in the world) in which any of the Company Registered Intellectual Property is involved, or (fb) any changes relating to the occurrence disclosures contained in Section 2.15(e) of the Disclosure Schedule with respect to actions that must be taken by any Person within 120 days of the date hereof, including the payment of any eventregistration, circumstance, development, state of facts, occurrence, change maintenance or effect which has had a Material Adverse Effect renewal fees or the occurrence or non-occurrence filing of any eventdocuments, circumstanceapplications or certificates for the purposes of maintaining, development, state of facts, occurrence, change perfecting or effect which would reasonably be expected, individually preserving or in renewing any Company Registered Intellectual Property. No disclosure by the aggregate, to result in a Material Adverse Effect; provided, that no such notification, nor the obligation to make such notification, shall affect the representations, warranties or covenants, Company or the conditions Principal Stockholders pursuant to this Section 6.5 shall be deemed to amend or supplement the obligations ofDisclosure Schedule or prevent or cure any misrepresentations, Sellerbreach of warranty or breach of covenant.

Notification of Certain Matters. Seller From the date hereof and until the Closing, the Company shall promptly notify Buyer of give prompt written notice to the Purchaser of: (a) the occurrence, or failure to occur, of any event, which occurrence or failure would reasonably be expected to cause any representation or warranty contained in this Agreement or in any exhibit, schedule, certificate, document or written instrument attached hereto and made by the Company or its Subsidiaries to be untrue or inaccurate in any material actionsrespect; (b) any default, suitsthe written threat or commencement of any Action, claims or proceedings any development that occurs before the Closing, of which the Company has knowledge, that would reasonably be expected to result in connection with a Material Adverse Effect; (c) any failure of the transactions contemplated by this Agreement commenced orCompany, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating or any of their respective Affiliates, officers or directors to the Joe’s Businesscomply with, the Purchased Assets perform or the Assumed Liabilitiessatisfy, in any material respect, any covenant, condition or Buyer, as the case may be, (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not agreement to be satisfiedcomplied with, (c) performed by or satisfied by it under this Agreement or any notice ofexhibit, schedule, certificate, document or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, written instrument attached hereto; (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any written notice or other communication received by the Company from any Person person alleging that the consent of such Person person is or may be required in connection with the transactions contemplated by execution, delivery or performance of this Agreement, or the transactions contemplated herein; and (fe) any written notice or other communication received by the occurrence Company from any Governmental Entity in connection with this Agreement or the transactions contemplated herein; provided that such disclosure shall not be deemed to cure, or to relieve the Company and its Subsidiaries of any eventliability or obligation with respect to, circumstanceany breach of or failure to satisfy any representation, developmentwarranty, state of facts, occurrence, change covenant or effect which has had a Material Adverse Effect agreement or the occurrence or non-occurrence of to satisfy any event, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; provided, that no such notification, nor the obligation to make such notification, shall affect the representations, warranties or covenants, or the conditions to the obligations of, Sellercondition hereunder.

Notification of Certain Matters. Seller Between the date of this Agreement and the Closing Date, the Company shall promptly notify Buyer Parent in writing of (ai) Knowledge of the Company of any event, fact or condition that causes or constitutes a breach of any of the Company’s representations and warranties in this Agreement or (ii) Knowledge of the Company of the occurrence, nonoccurrence or existence after the date of this Agreement of any event, fact or condition that would cause or constitute a breach of any such representation or warranty had such representation or warranty been made as of the time of occurrence, nonoccurrence, existence or discovery of such event, fact or condition. During the same period, the Company shall promptly notify Parent in writing of the occurrence of any material actionsbreach of any covenant of the Company in this Agreement or of the occurrence, suitsnonoccurrence or existence of any event, claims fact or proceedings condition that would be reasonably expected to make the satisfaction of any of the conditions in Section 7 impossible or unlikely. During the same period, the Company shall promptly notify Parent in writing of any pending, or to the Knowledge of the Company, threatened Action which (x) challenges or seeks material damages in connection with the Merger or the other transactions contemplated by this Agreement commenced or, or (y) seeks to prohibit or prevent the Knowledge consummation of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets Merger or the Assumed Liabilities, or Buyer, as the case may be, (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, Agreement or (f) otherwise limit in any material respect the occurrence right of Parent or Merger Sub to own or operate all or any portion of the businesses or assets of the Company. The Company agrees that the delivery of any event, circumstance, development, state of facts, occurrence, change notice pursuant to this Section 5.5 shall not limit or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; provided, that no such notification, nor the obligation to make such notification, shall otherwise affect the representationsremedies available under this Agreement to Parent or Merger Sub or, except as otherwise agreed to by Parent, in any way modify or supplement the representations or warranties of the Company made under this Agreement or covenants, affect or modify the conditions to the obligations of, Sellerof Parent or Merger Sub under this Agreement.

Notification of Certain Matters. Seller shall promptly notify Buyer From the date of this Agreement through the Closing Date, (a) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, Purchaser and Seller each shall give prompt notice to the Knowledge other of Seller, threatened, against Seller or any of its Subsidiaries relating to (i) the Joe’s Business, the Purchased Assets or the Assumed Liabilitiesoccurrence, or Buyerfailure to occur, as the case may beof any event, (b) fact or circumstance the occurrence or non-occurrence failure of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a default its representations or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller warranties contained in this Agreement to be materially untrue or inaccurateinaccurate in any material respect, or that breaches or is reasonably likely to breach any of its covenants or agreements set forth in this Agreement, and (ii) any material failure on its part to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; (b) Seller shall give prompt notice to Purchaser of (i) any fact, circumstance, event or action the existence, occurrence or taking of which has had, or could reasonably be expected to have, individually or in the aggregate, a material adverse effect, (eii) any notice or other communication from any Person alleging that the consent Consent of such Person is or may be required in connection with the transactions contemplated by this Agreementhereby, (iii) any notice or other communication from any Governmental Authority in connection with the transactions contemplated hereby, and (fiv) any Legal Proceedings commenced or, to the occurrence knowledge of Seller, threatened against, relating to or involving or otherwise affecting the Business or the Assets or that otherwise relates to the consummation of the transactions contemplated hereby. Purchaser’s receipt of any eventnotice or information pursuant to this Section 5.6 shall not operate as a waiver or otherwise affect any representation, circumstancewarranty, developmentcovenant or agreement given or made by Seller under this Agreement and shall not, state in and of factsitself, occurrence, change be deemed to amend or effect which has had a Material Adverse Effect or supplement the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; provided, that no such notification, nor the obligation to make such notification, shall affect the representations, warranties or covenants, or the conditions to the obligations of, SellerDisclosure Schedules.

Notification of Certain Matters. Seller The Company shall promptly notify Buyer give prompt notice (the "Company Notice") to AppNet of (a) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may be, (b) the occurrence or non-occurrence of any fact event the occurrence or event non-occurrence of which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement of the Company or the Stockholders contained herein to be materially untrue or inaccurate, inaccurate in any material respect at or prior to the Closing Date and (eb) any material failure of the Company or the Stockholders to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by the Company or the Stockholders hereunder. AppNet shall give prompt notice or other communication from any Person alleging that to the consent Company of such Person is or may be required in connection with the transactions contemplated by this Agreement, or (fa) the occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state event the occurrence or non-occurrence of facts, occurrence, change or effect which would reasonably be expectedlikely to cause any representation or warranty of AppNet contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date and (b) any material failure of AppNet to comply with or satisfy any covenant, individually condition or agreement to be complied with or satisfied by AppNet hereunder. The delivery of any notice pursuant to this Section 6.5 shall not, without the express written consent of the receiving party, be deemed to (A) modify the representations or warranties hereunder, (B) modify the conditions set forth in Sections 7 or 8 hereof, as the aggregatecase may be, or (C) limit or otherwise affect the remedies available hereunder to result in a Material Adverse Effectany party hereto; provided, however, that no such notification, nor (i) a Company Notice shall modify the obligation representation or warranty to make such notification, shall affect the representations, warranties or covenants, or the conditions which it relates to the obligations ofextent that the aggregate amount of Damages attributable to the events or failure disclosed in such Company Notice does not exceed the Indemnity Basket (as defined in Section 9.1(d)), Sellerin which case the Indemnity Basket shall be reduced by the amount of such Damages resulting from the change in the representation or warranty disclosed in the Company Notice; and (ii) the Company Notice shall not be deemed to modify the representation or warranty to which it relates to the extent the aggregate amount of Damages attributable to the events or failure disclosed in such Company Notice exceeds the Indemnity Basket, in which case the Buyer may, in its sole discretion, (a) proceed with Closing, reduce the Indemnity Basket by the amount of such Damages resulting from the change in the representation or warranty disclosed in the Company Notice and waive the breach of such representation or warranty and all claims for Damages related thereto in excess of the Indemnity Basket or (b) not consummate the transactions in this Agreement based on the Company's and the Stockholders' failure to meet the condition precedent in Section 7.1.

Notification of Certain Matters. Seller Each of the Parties shall promptly notify Buyer the other Parties of (ai) its obtaining of actual knowledge as to the matters set forth in clauses (x) and (y) below, or (ii) the occurrence, or failure to occur, of any event, which occurrence or failure to occur would be likely to cause (x) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the date the Sale is consummated, or (y) any material actions, suits, claims failure of the Gilat Parties or proceedings in connection with the transactions contemplated by this Agreement commenced or, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or BuyerPurchaser, as the case may be, (b) the occurrence or non-occurrence of any fact officer, director, employee or event which would be reasonably likely agent thereof, to cause comply with or satisfy any covenant, condition set forth in Article VII hereof not or agreement to be satisfied, (c) any notice of, complied with or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default satisfied by it under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, or (f) the occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; provided, however, that no such notification, nor the obligation to make such notification, notification shall affect the representations, representations or warranties or covenants, of the Parties or the conditions to the obligations ofof the Parties hereunder. ACCESS TO INFORMATION. FROM THE DATE OF THIS AGREEMENT UNTIL THE CONSUMMATION OF THE SALE, Seller.THE GILAT PARTIES WILL, AND WILL CAUSE THE COMPANY AND THE OTHER GILAT BUSINESS ENTITIES TO, GIVE PURCHASER AND ITS AUTHORIZED AGENTS AND REPRESENTATIVES (INCLUDING COUNSEL, ENVIRONMENTAL AND OTHER CONSULTANTS, ACCOUNTANTS AND AUDITORS) FULL ACCESS DURING NORMAL BUSINESS HOURS TO ALL FACILITIES, PERSONNEL AND OPERATIONS AND TO ALL BOOKS, RECORDS, DOCUMENTS, CONTRACTS, AND FINANCIAL STATEMENTS RELEVANT TO THE CONDUCT OF THE BUSINESS, AND WILL PERMIT PURCHASER TO MAKE SUCH INSPECTIONS AS IT MAY REASONABLY REQUIRE AND WILL CAUSE THE EXECUTIVE OFFICERS OF EACH OF THE GILAT BUSINESS ENTITIES TO FURNISH PURCHASER WITH SUCH FINANCIAL AND OPERATING DATA AND OTHER INFORMATION WITH RESPECT TO THE BUSINESS AS PURCHASER MAY FROM TIME TO TIME REASONABLY REQUEST. PURCHASER AGREES THAT INFORMATION RECEIVED BY IT CONCERNING THE OPERATIONS OF THE BUSINESS SHALL BE CONSIDERED CONFIDENTIAL AND PURCHASER WILL NOT, AND WILL CAUSE ITS AGENTS AND REPRESENTATIVES NOT TO, USE ANY INFORMATION OBTAINED PURSUANT TO SECTION 6.5(a) FOR ANY PURPOSE UNRELATED TO THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY. SUBJECT TO THE REQUIREMENTS OF LAW, PURCHASER WILL KEEP CONFIDENTIAL, AND WILL CAUSE ITS AGENTS AND

Notification of Certain Matters. Seller shall promptly notify Buyer of (a) From the date hereof until Closing, Company shall endeavor to promptly notify Purchaser in writing if to the Company's Knowledge: (x) any material actionsevent, suitscondition, claims fact or proceedings in connection with circumstance has occurred, or existed on or prior to the transactions contemplated by date of this Agreement commenced or, to the Knowledge and that caused or constitutes a breach of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may be, (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller Company in this Agreement; (y) any event, condition, fact or circumstance occurs, arises or exists after the date of this Agreement and that would cause or constitute a breach of any representation or warranty made by Company in this Agreement to be materially untrue if (i) such representation or inaccuratewarranty had been made as of the time of the occurrence, (e) any notice existence or other communication from any Person alleging that the consent discovery of such Person is event, condition, fact or may be required in connection with the transactions contemplated by this Agreementcircumstance, or (fii) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the occurrence date of this Agreement; and (c) any material breach of any covenant or obligation of Company. If any event, condition, fact or circumstance arises after the date of this Agreement that is required to be disclosed pursuant to this Section 4.04 and requires any change in the Disclosure Schedules, or if any such event, condition, fact or circumstance would require such a change assuming the Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstance, developmentthen Company shall promptly deliver to Purchaser an update to the Disclosure Schedule specifying such change and, state when accepted by Purchaser, such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of facts, occurrence, change or effect which has had a Material Adverse Effect or (i) determining the occurrence or non-occurrence accuracy of any event, circumstance, development, state of facts, occurrence, change representation or effect which would reasonably be expected, individually warranty made by Company in this Agreement or in the aggregate, to result in a Material Adverse Effect; provided, that no such notification, nor the obligation to make such notification, shall affect the representations, warranties or covenantsany closing certificate, or (ii) determining whether any of the conditions to set forth in Article V has been satisfied, unless in accordance with Section 5.07 such update is not accepted by the obligations of, SellerPurchaser.

Notification of Certain Matters. Seller shall promptly notify Buyer of (a) From the date hereof to the Closing Date, Company shall give prompt notice to Parent of (i) the occurrence, or failure to occur, of any material actions, suits, claims event which occurrence or proceedings failure would be likely to cause any representation or warranty contained in connection with the transactions contemplated by this Agreement commenced oror in any exhibit or schedule hereto to be untrue or inaccurate in any respect had such representation or warranty been made as of the time of occurrence or discovery of such fact or condition; and (ii) any failure of the Principal Stockholder, to any of the Knowledge of SellerStockholders, threatened, against Seller Company or any of its Subsidiaries relating or any of their respective Affiliates or Representatives, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such Person under this Agreement or any exhibit or schedule hereto; provided, however, that such disclosure shall not be deemed to cure any breach of a representation, warranty, covenant or agreement or to satisfy any condition. Should any such fact or condition require any change in the Joe’s Business, Disclosure Schedule if the Purchased Assets or Disclosure Schedule were dated the Assumed Liabilities, or Buyer, as the case may be, (b) date of the occurrence or non-occurrence discovery of any such fact or event which would be reasonably likely condition, Company will promptly deliver to cause Parent a supplement to the Disclosure Schedule specifying such change. Company shall promptly notify Parent of any condition set forth in Article VII hereof not to be satisfieddefault, (c) the threat or commencement of any notice ofLegal Proceeding, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of development that occurs before the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which Closing that would reasonably be likely expected to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, or (f) the occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expected, individually or in the aggregate, to result in have a Material Adverse Effect; provided. In addition, that no during such notificationperiod, nor Company and each of its Subsidiaries will confer with Parent concerning operational matters of a material nature and otherwise report periodically to Parent concerning the obligation to make such notification, shall affect status of the representations, warranties or covenants, or the conditions to the obligations of, SellerBusiness.

Notification of Certain Matters. Seller The Company shall promptly notify Buyer give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (a) any material actions, suits, claims notice or proceedings other communication received by such Party from any Governmental Entity in connection with the transactions contemplated by this Agreement commenced or, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may be, (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, (b) any Proceeding commenced or, to the Knowledge of the Company or the Knowledge of Parent, as the case may be, threatened against, relating to or involving or otherwise affecting such Party or any of its Subsidiaries that relate to the transactions contemplated by this Agreement, (fc) the occurrence discovery of any eventfact or circumstance that, circumstance, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any eventevent the occurrence or non-occurrence of which, circumstancecauses or is reasonably likely to cause (i) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect, developmentor (ii) a material failure of Parent, state of factson the one hand, occurrenceor the Company, change on the other hand, as the case may be, to comply with or effect which satisfy any covenant, condition, or agreement to be complied with or satisfied under this Agreement, in each case, if and only to the extent that such untruth, inaccuracy or failure would reasonably be expected, individually or in the aggregate, expected to result in a Material Adverse Effect; provided, that no such notification, nor the obligation to make such notification, shall affect the representations, warranties or covenants, or any of the conditions to the obligations of the Company or Parent, as applicable, set forth in ARTICLE VIII not being satisfied at the Closing 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 7.16 shall not (A) cure any breach of, Selleror non-compliance with, any other provision of this Agreement, (B) limit the remedies available to the party receiving such notice or (C) result in any disclosure by the Company to be deemed to amend or supplement the Company Disclosure Letter or constitute an acceptance of any exception to any representation or warranty; provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided under this Section 7.16. The Parties agree that the Company’s and Parent’s respective compliance or failure of compliance with this Section 7.16 shall not be taken into account for purposes of determining whether the condition referred to in Section 8.2(b) or Section 8.3(b), respectively, shall have been satisfied.

Notification of Certain Matters. Seller shall promptly notify Buyer of (a) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, ANI will give prompt notice to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may be, Company of: (bi) the occurrence or non-occurrence nonoccurrence of any fact or event which would be reasonably likely to cause any condition the failure of either of the conditions set forth in Article VII hereof not Section 6.3(a) or Section 6.3(b) to be satisfied, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence met as of any fact, circumstance time during the Interim Period; (ii) ANI’s or event any ANI Subsidiary’s receipt of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or other communication from any Person third party alleging that the consent of such Person third party is or may be required in connection with the transactions contemplated by this Agreement, including the Merger (unless such consent has been previously identified in Section 3.3 of the ANI Disclosure Schedule); (iii) the institution of any Action not previously identified in Section 3.6 of the ANI Disclosure Schedule; or (fiv) the occurrence existence of any event, circumstance, development, state of facts, occurrence, change facts or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which circumstances that would reasonably be expected, individually or in the aggregate, expected to result in a Material Adverse EffectEffect on ANI. The Company will give prompt notice to ANI of: (w) the occurrence or nonoccurrence of any event which would be likely to cause the failure of either of the conditions set forth in Section 6.2(a) or Section 6.2(b) to be met as of any time during the Interim Period; provided(x) the Company’s or any Company Subsidiary’s receipt of 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, including the Merger (unless such consent has been previously identified on Section 4.3 of the Company Disclosure Schedule); (y) the institution of any Action not previously identified in Section 4.6 of the Company Disclosure Schedule; or (z) the existence of any facts or circumstances that no such notificationwould reasonably be expected to result in a Material change to the calculation of Net Cash, nor set forth in Section 4.4(d) of the obligation Company Disclosure Schedules or in a Material Adverse Effect on the Company. The delivery of any notice pursuant to make such notification, shall this Section 5.11 will not limit or otherwise affect the representationsremedies available hereunder to the Party receiving such notice nor be deemed to have amended any of the disclosures set forth in the ANI Disclosure Schedule or the Company Disclosure Schedule, as applicable, to have qualified the representations and warranties contained herein or covenantsto have cured any misrepresentation or breach of a representation or warranty that otherwise might have existed hereunder by reason of such material development. No disclosure after the date of this Agreement of the untruth of any representation and warranty made in this Agreement will operate as a cure of any breach of the failure to disclose the information, or the conditions to the obligations of, Sellerof any untrue representation or warranty made herein.

Notification of Certain Matters. Seller Parent shall promptly notify Buyer of (a) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, give prompt --------------------------------------------------------- notice to the Knowledge of Seller, threatened, against Seller or Company if any of its Subsidiaries relating to the Joe’s Business, following occurs after the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may be, date of this Agreement: (bi) the occurrence or non-occurrence receipt of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or other communication in writing from any Person person alleging that the consent Consent of such Person person is or may be required in connection with the transactions contemplated by this Agreement, other than a Consent disclosed pursuant to Section 3.4 or 3.5 above or not required to be disclosed pursuant to the terms thereof; (fii) receipt of any material notice or other communication from any Governmental Authority (including, but not limited to, the NYSE or any other securities exchange) in connection with the transactions contemplated by this Agreement; (iii) the occurrence of any event, circumstance, development, state of facts, occurrence, change Event or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expectedEvents which, individually or in the aggregate, is reasonably likely to result in have a Parent Material Adverse Effect; provided(iv) the commencement or threat of any Litigation involving or affecting Parent or Merger Sub, or any of their respective properties or assets, or, to its knowledge, any employee, agent, director or officer of Parent or Merger Sub, in his or her capacity as such or as a fiduciary under a Benefit Plan of Parent, which relates to the consummation of the Merger; and (v) the occurrence of any Event that no such notification, nor is reasonably likely to cause a breach by Parent of any provision of this Agreement. If Parent receives an administrative or other order or notification relating to any violation or claimed violation of the obligation to make such notification, shall rules and regulations of any Governmental Authority that could affect the representationsability of Parent, warranties Merger Sub or covenantsthe Company to consummate the transactions contemplated hereby, or should Parent become aware of any fact including any change in law or regulations (or any interpretation thereof) that is reasonably likely to cause such Governmental Authority to withhold its consent to or approval of the conditions Merger and the transactions contemplated hereunder, Parent shall promptly notify the Company and Parent shall use commercially reasonable efforts to take such steps as may be necessary to remove any such impediment of Parent or the obligations of, SellerMerger Sub to consummate the transactions contemplated by this Agreement.

Notification of Certain Matters. To the extent known by Seller, Seller shall promptly notify Buyer give prompt notice to Purchaser of (a) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may be, (bi) the occurrence or non-occurrence nonoccurrence of any fact event the occurrence or event nonoccurrence of which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller contained in this Agreement Article 4 to be materially untrue or inaccurateinaccurate at or prior to the Closing Date, (eii) any material failure of Seller to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by Seller hereunder and (iii) any notice or other communication from any Person alleging that the consent or approval of such Person is or may be required in connection with the transactions contemplated by this Agreement. To the extent known by Purchaser, Purchaser shall give prompt notice to Seller of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in Article 5 to be untrue or inaccurate at or prior to the Closing Date, (ii) any material failure of Purchaser to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by Purchaser hereunder and (iii) any notice or other communication from any Person alleging that the consent or approval of such Person is or may be required in connection with the transactions contemplated by this Agreement. Except as otherwise specifically provided in this Agreement, the delivery of any notice pursuant to this Section shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, (ii) modify the conditions set forth in Section 8.2 and 8.3, or (fiii) limit or otherwise affect, or be deemed a waiver of, the occurrence remedies available to the party receiving such notice under this Agreement prior to, on or after the Closing Date, including the right of any Indemnitee to claim Losses under Article 10 even if such Indemnitee obtained knowledge prior to the Closing Date of any fact, event, circumstance, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change failure or effect which would reasonably be expected, individually or in the aggregate, breach giving rise to result in a Material Adverse Effect; provided, that no such notification, nor the obligation to make such notification, shall affect the representations, warranties or covenants, or the conditions to the obligations of, SellerLosses.

Notification of Certain Matters. Seller shall promptly notify Buyer of (a) any material actions, suits, claims or proceedings in connection with Each of the transactions contemplated by this Agreement commenced or, Sellers shall give prompt notice to the Knowledge Parent of Seller(i) any matter hereafter arising or discovered that, threatenedif existing or known at the date of the Agreement, against Seller would have been required to be set forth or any of its Subsidiaries relating described in the Schedules prepared by the Sellers hereunder (including the Schedules referred to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as the case may bein Article III), (bii) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event non-occurrence of which Seller obtain Knowledge which would is reasonably be likely expected to result in cause any representation or warranty made by Seller of the Sellers contained in this Agreement Article III to be materially untrue or inaccurateinaccurate in any material respect at or prior to the Closing, (eiii) any failure of any Seller to comply with or satisfy, in any material respect, any covenant, condition or agreement to be complied with or satisfied by any Seller hereunder, (iv) any written notice or other communication from any Person alleging that the consent any consent, approval or authorization of such Person is or may be required in connection with the transactions contemplated by this Agreement, (v) the damage or destruction by fire or other casualty of any Asset or part thereof that is material to the Business or to any Facility, (vi) the commencement of any Legal Proceeding by a Governmental Authority or other Person or, to the Knowledge of the Sellers, threatened Legal Proceeding by a Governmental Authority or other Person that could reasonably be expected to affect the transactions contemplated hereby in any material respect or (fvii) the occurrence entry into any new Material Acquired Contracts (or any amendment, modification or change to any existing Material Acquired Contract) after the date of any event, circumstance, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect or this Agreement and prior to the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse EffectClosing Date; provided, however, that no any such notification, nor the obligation to make such notification, notice shall affect the representations, warranties or covenants, or the conditions in any event be delivered to the obligations ofParent no later than three (3) Business Days prior to the Closing Date. In addition, Sellerthe Sellers shall promptly provide written notice to the Parent if any supplier, insurer, lessor, licensor, licensee, distributor, customer, contractor or other Person having a material business relationship with any Seller relating to the Business informs the Sellers in writing that such Person intends to terminate or alter in any material respect such relationship because of the transactions contemplated by this Agreement.

Notification of Certain Matters. Seller shall promptly notify Buyer of Between the date hereof and the Closing, each party to this Agreement will give prompt notice in writing to the other party hereto of: (ai) any material actionsinformation that indicates that any representation and warranty of such party contained herein was not true and correct as of the date hereof or will not be true and correct as of the Closing, suits(ii) the occurrence of any event which could result in the failure to satisfy a condition specified in Article 6 or Article 7 hereof, claims as applicable, (iii) any notice or proceedings other communication from any third person alleging that the consent of such third person is or may be required in connection with the transactions contemplated by this Agreement commenced orAgreement, to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, as and (iv) in the case may beof the Stockholders and the Companies, (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a any default or event thatwhich, with notice or lapse of time or both, would become a default under any Contract disclosed Company Agreement. The Stockholders shall (x) promptly advise UAG of any event that has, or could in the future have, a Material Adverse Effect (y) confer on a regular basis with one or more designated representatives of UAG to report operational matters and to report the general status of ongoing operations, and (z) notify UAG of any emergency or other change in the normal course of business or in the operation of the properties of the Companies and of any governmental complaints, investigations or hearings (or required communications indicating that the same may be contemplated) or adjudicatory proceedings involving the Companies or any of their assets or operations, and will keep UAG fully informed of such events and permit UAG's representatives access to be disclosed) on Section 4.05 all materials prepared in connection therewith. The Stockholders shall give prompt notice to UAG of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or other communication from any Person alleging that third person asserting any right, title or interest in any of the consent of such Person is or may be required in connection with Shares held by the transactions contemplated by this AgreementStockholders (including, without limitation, any threat to commence, or (fnotice of the commencement of any action or other proceeding with respect to any of the Shares) or the occurrence of any event, circumstance, development, state other event of facts, occurrence, change or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect Stockholders have knowledge which would reasonably be expected, individually or in the aggregate, to could result in a Material Adverse Effect; provided, that no such notification, nor any failure to consummate the obligation to make such notification, shall affect sale of the representations, warranties or covenants, or the conditions to the obligations of, SellerShares as contemplated hereby.

Notification of Certain Matters. Seller If Mergeco (or its FCC counsel) receives an administrative or other order or notification relating to any violation or claimed violation of the rules and regulations of the FCC, or of any Governmental Entity, that could affect Mergeco's ability to consummate the transactions contemplated hereby, or should Mergeco (or its FCC counsel) become aware of any fact relating to the qualifications of Mergeco that reasonably could be expected to cause the FCC to withhold its consent to the transfer of control of the Station Licenses, Mergeco shall promptly notify Buyer of (a) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, Benchmark thereof and shall use its commercially reasonable efforts to the Knowledge of Seller, threatened, against Seller or any of its Subsidiaries relating to the Joe’s Business, the Purchased Assets or the Assumed Liabilities, or Buyer, take such steps as the case may be, (b) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller in this Agreement to be materially untrue or inaccurate, (e) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with necessary to remove any such impediment to the transactions contemplated by this Agreement. Nothing in this Section 5.1 shall be deemed to expand Mergeco's obligations under Section 5.2 with respect to matters set forth in Section 5.2. In addition, Mergeco shall give to Benchmark prompt written notice of (a) the occurrence, or failure to occur, of any event of which it becomes aware that has caused or that would be likely to cause any representation or warranty of Mergeco contained in this Agreement to be untrue or inaccurate at any time from the date hereof to the Closing Date, and (fb) the occurrence failure of Mergeco, or any eventofficer, circumstancepartner, development, state of facts, occurrence, change employee or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which would reasonably be expected, individually or in the aggregateagent thereof, to result comply with or satisfy in a Material Adverse Effect; providedany material respect any covenant, that no such notification, nor the obligation condition or agreement to make such notification, be complied with or satisfied by it hereunder. No notification pursuant to this Section shall affect the representations, representations or warranties or covenants, of the parties or the conditions to their respective obligations hereunder; provided, however, that in the obligations ofevent any such notification relates to a matter that would give rise to the right of Benchmark to terminate this Agreement or that would result in the failure of Mergeco to satisfy the closing condition in Section 7.3(a), SellerBenchmark shall, if Mergeco requests, within forty (40) Business Days of receiving such request, either waive such breach or, subject to Mergeco's right to cure such breach during such period, elect to terminate this Agreement pursuant to Section 9.1 (and, in either case, shall notify Mergeco in writing of its election).

Notification of Certain Matters. Seller The Company shall promptly notify Buyer give prompt notice to Parent and Purchaser of (ai) any material claims, actions, suits, claims proceedings or proceedings in connection with the transactions contemplated by this Agreement investigations commenced or, to the Knowledge best of Sellerits Knowledge, threatened, against Seller involving or affecting the Company or any of its Subsidiaries relating or any of their property or assets, that relate to the Joe’s BusinessMerger and the transactions contemplated herein, (ii) the Purchased Assets or the Assumed Liabilitiesoccurrence, or Buyerfailure to occur, as the case may be, (b) the occurrence or non-occurrence of any fact or event which that would be reasonably likely to cause any condition set forth in Article VII hereof not to be satisfied, (c) any notice of, or other communication relating to, a default or event that, with notice or lapse the passage of time or both, would become a default under otherwise) any Contract disclosed (or required to be disclosed) on Section 4.05 of the Seller Disclosure Letter, (d) the occurrence Company's representations or existence of any fact, circumstance or event of which Seller obtain Knowledge which would reasonably be likely to result in any representation or warranty made by Seller warranties contained in this Agreement to be materially untrue or inaccurate, (e) inaccurate in any notice material respect or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, or (f) the occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which has had a Material Adverse Effect Effect, (iii) any material failure of the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, and (iv) if, to the occurrence Knowledge of the Company or non-occurrence any of any eventits Subsidiaries, circumstancea material client or customer intends to terminate its agreement with the Company or such Subsidiary, development, state of facts, occurrence, change whether or effect which would not such termination could be reasonably be expected, individually or in the aggregate, likely to result in a Material Adverse Effect; provided. Parent or Purchaser shall give prompt notice to the Company of (i) any claims, actions, proceedings or investigations commenced or, to the best of its Knowledge, threatened, involving or affecting Parent or Purchaser that no relate to the Merger and the transactions contemplated herein, (ii) the occurrence, or failure to occur, of any event that would be likely to cause (with the passage of time or otherwise) any of Parent's or Purchaser's representations or warranties contained in this Agreement to be untrue or inaccurate in any material respect or would be likely to materially adversely affect Parent's or Purchaser's ability to consummate the transactions contemplated herein, and (iii) any material failure of Parent or the Purchaser to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. No such notification, nor the obligation to make such notification, notification shall affect the representations, representations or warranties or covenants, of the parties or the conditions to the obligations of, Sellerof the parties hereunder.