Common use of Notification of Certain Matters Clause in Contracts

Notification of Certain Matters. The Company shall give prompt notice to Buyer, and Buyer shall give prompt notice to the Company, of (a) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date and (b) any failure of the Company or Buyer, as the case may be, 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 6.8 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Notification of Certain Matters. The ------------------------------- Company shall give prompt notice to Buyerthe Purchaser, and Buyer the Purchaser shall give prompt notice to the Company, of (ai) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is would be likely to cause any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date and (bii) any failure of the Company or Buyerthe 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; provided, however, that the -------- ------- delivery of any notice pursuant to this Section 6.8 5.04 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt ------------------------------- notice to BuyerParent, and Buyer Parent shall give prompt notice to the Company, of (ai) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company or Buyerthe Principal Shareholders and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date Effective Time and (bii) any failure of the Company or BuyerParent, as the case may be, 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 6.8 5.14 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Notification of Certain Matters. (a) The Company shall give prompt notice to Buyer, and Buyer the Offerors shall give prompt notice to the Company, other party of (ai) the occurrence or non-occurrence nonoccurrence of any event, event the occurrence or non-occurrence nonoccurrence of which is would be likely to cause (A) any representation or warranty of the Company or Buyer, respectively, contained in this Merger Agreement to be untrue or inaccurate at or prior (B) any covenant, condition or agreement contained in this Merger Agreement not to the Closing Date be complied with or satisfied and (bii) any failure of the Company or Buyerthe Offerors, as the case may be, 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 6.8 6.02 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such noticeOfferors or the Company.

Notification of Certain Matters. The Company shall give prompt notice ------------------------------- to BuyerParent, and Buyer Parent shall give prompt notice to the Company, of (ai) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company or Buyerthe Principal Shareholders and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date Effective Time and (bii) any failure of the Company or BuyerParent, as the case may be, 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 6.8 5.14 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Buyer, and Buyer Seller shall give prompt notice to the Company, and the Company shall give prompt notice to the Seller, of (ai) the occurrence occurrence, or non-occurrence occurrence, of any event, event the occurrence or non-occurrence of which is would be likely to cause any representation or warranty of the Company Seller or Buyerthe Company, respectivelyas the case may be, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date inaccurate, and (bii) any failure of the Company Seller or Buyerthe Company, as the case may be, 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 6.8 6.6 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to BuyerPurchaser, and Buyer Purchaser shall give prompt notice to the Company, of (ai) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is would be likely to cause any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date and (bii) any failure of the Company or BuyerPurchaser, as the case may be, 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 6.8 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company Seller shall give prompt notice to Buyer, and Buyer shall give prompt notice to the CompanySeller, of (ai) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company Seller or Buyer, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date Date, and (bii) any failure of the Company Seller or Buyer, as the case may be, 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 6.8 5.7 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice ------------------------------- to BuyerParent, and Buyer Parent shall give prompt notice to the Company, of (ai) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company or Buyerthe Principal Shareholders and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date Effective Time and (bii) any failure of the Company or BuyerParent, as the case may be, 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 6.8 5.13 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Notification of Certain Matters. The Company Seller shall give prompt notice to Buyer, and Buyer shall give prompt notice to the CompanySeller, of (a) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is would be likely to cause any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date inaccurate, and (b) any failure of the Company or BuyerBuyer and Seller, as the case may be, 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 6.8 2.1 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to BuyerBroadcom, and Buyer Broadcom shall give prompt notice to the Company, of (a) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company or BuyerBroadcom, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date and (b) any failure of the Company or BuyerBroadcom, as the case may be, 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 6.8 5.9 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Notification of Certain Matters. The Buyer, shall give prompt notice to the Company, and the Company shall give prompt notice to Buyer, and Buyer shall give prompt notice to the Company, of of: (ai) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is likely to would cause (A) any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate at in any material respect or prior (B) any covenant, condition or agreement contained in this Agreement not to the Closing Date be complied with or satisfied in any material respect; and (bii) any failure of Buyer or the Company or BuyerCompany, as the case may be, to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunderhereunder in any material respect; provided, however, that the delivery of any notice pursuant to this Section 6.8 5.11 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Buyer, and Buyer the Shareholders shall give prompt notice to the CompanyPurchaser and the Purchaser shall give prompt notice to the Company and the Shareholders, of (ai) the occurrence occurrence, or non-occurrence of any eventevent the occurrence, the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date and (bii) any material failure of the Company Company, the Shareholders or Buyerthe Purchaser, as the case may be, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder at or prior to the Closing Date; provided, however, that the delivery of any notice pursuant to this Section 6.8 4.8 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to BuyerParent, and Buyer Parent shall give prompt notice to the Company, of (a) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company or BuyerParent and Sub, respectivelyas the case may be, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date Effective Time and (b) any material failure of the Company or BuyerParent, as the case may be, 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 6.8 5.9 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Seller and the Company shall give prompt notice to Buyer, and Buyer shall give prompt notice to Seller and the Company, of (ai) the occurrence or non-occurrence of any event, the occurrence or non-occurrence nonoccurrence of which is would be likely to cause any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date and (bii) any failure of Seller or the Company or Buyer, as the case may be, 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 6.8 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Seller and the Company shall give prompt notice to Buyer, and Buyer shall give prompt notice to Seller and the Company, of (ai) the occurrence or non-occurrence of any event, the occurrence or non-occurrence nonoccurrence of which is would be likely to cause any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date and (bii) any failure of Seller or the Company or Buyer, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedPROVIDED, howeverHOWEVER, that the delivery of any notice pursuant to this Section 6.8 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Buyer, and Buyer Seller shall give prompt notice to the Company, and the Company shall give prompt notice to the Seller, of (ai) the occurrence occurrence, or non-occurrence occurrence, of any event, event the occurrence or non-occurrence of which is would be likely to cause any representation or warranty of the Seller, the Company or Buyerthe Merger Sub, respectivelyas the case may be, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date inaccurate, and (bii) any failure of the Seller, the Company or Buyerthe Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 6.8 6.6 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to BuyerInvestor, and Buyer Investor shall give prompt notice to the Company, of (ai) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date Effective Time and (bii) any material failure of the Company Company, on the one hand, or BuyerMerger Sub or Investor, as on the case may beother hand, 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 6.8 7.6 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Each of the Company shall give prompt notice to Buyer, and Buyer shall give prompt notice to the Company, other party of (a) the occurrence occurrence, or non-occurrence occurrence, of any event, the occurrence or non-occurrence of event which is would be likely to cause (i) any representation or warranty of the Company or Buyer, respectively, such party contained in this Agreement to be untrue or inaccurate at in any material respect or prior (ii) any covenant, condition or agreement of such party contained in this Agreement not to the Closing Date be complied with or satisfied; and (b) any failure of the Company or Buyer, as the case may besuch party, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, provided that the delivery of any notice pursuant to this Section 6.8 7.3 shall not limit or otherwise affect any the remedies available to the party receiving such noticenon-notifying party.

Notification of Certain Matters. The Company shall give prompt notice to BuyerAcquiror, and Buyer Acquiror shall give prompt notice to the Company, of (ai) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is would be likely to cause any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date and (bii) any failure of the Company Company, Acquiror or BuyerAcquiror Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 6.8 6.10 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Buyer, and Buyer shall give prompt notice to the Company, of (ai) the occurrence occurrence, or non-occurrence nonoccurrence, of any eventevent the occurrence, the occurrence or non-occurrence nonoccurrence, of which is would be likely to cause (x) any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate at or prior (y) any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied or (z) the Closing Date Forward Merger not to be consummated and (bii) any failure of the Company or Buyer, as the case may be, 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 6.8 6.7 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Buyer, and Buyer Seller shall give prompt notice to the Company, and the Company shall give prompt notice to Seller, of (ai) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is would be likely to cause any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date and (bii) any failure of Seller or the Company or BuyerCompany, as the case may be, 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 6.8 6.6 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company Seller shall give prompt notice to Buyer, and Buyer shall give prompt notice to the CompanySeller, of of: (a) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company or Seller and Buyer, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date Date; and (b) any failure of the Company Seller or Buyer, as the case may be, 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 6.8 5.6 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Buyer, and Buyer Seller shall give prompt notice to the Company, and the Company shall give prompt notice to the Seller, of (ai) the occurrence, or non occurrence, of any event the occurrence or non-occurrence of any event, the occurrence or non-non occurrence of which is would be likely to cause any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date inaccurate, and (bii) any failure of the Company Seller or Buyerthe Company, as the case may be, 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 6.8 6.6 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to BuyerPurchaser or Holdings, and Buyer as the case may be, shall give prompt notice to the Company, of Company of: (a) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any Purchaser or Holdings, as the case may be, representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date Date; and (b) any material failure of the Company Purchaser or Buyer, as the case may be, Holdings 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 6.8 7.3.2 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such noticeCompany.

Notification of Certain Matters. The Company shall will give prompt notice notice, as soon as reasonably practicable, to Buyer, and Buyer shall give prompt notice to the Company, of (a) the occurrence or non-occurrence nonoccurrence of any event, the occurrence circumstance or non-occurrence of condition (a) which has had or is reasonably likely to cause have a Material Adverse Effect, (b) which has caused any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate at in any material respect, or prior to the Closing Date and (bc) which has caused any failure of the Company or Buyer, as the case may be, to comply in all material respects with or satisfy in all material respects any covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement; provided, however, that the delivery of any notice pursuant to this Section 6.8 shall 2.09 will not limit or otherwise affect any the rights or remedies available to the party receiving such noticeof Buyer or Acquisition under this Agreement.

Notification of Certain Matters. The Company shall give prompt notice to BuyerParent, and Buyer Purchaser shall give prompt notice to the Company, of (ai) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date Effective Time and (bii) any material failure of the Company Company, or BuyerParent, Purchaser, or Acquisition Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 6.8 5.6 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Buyer, and Buyer Seller shall give prompt notice to the Company, and the Company shall give prompt notice to the Seller, of (ai) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is would be likely to cause any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date and (bii) any failure of the Company Seller or Buyerthe Company, as the case may be, 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 6.8 SECTION 6.6 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to BuyerPurchaser, and Buyer Purchaser shall give prompt notice to the Company, of (ai) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is would be likely to cause any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date in any material respect, and (bii) any failure of the Company or BuyerPurchaser, as the case may be, to comply with or satisfy in any covenant, material respect any condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 6.8 4.9 shall not limit or otherwise affect any the remedies available hereunder to the party Party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Buyer, and Buyer shall give prompt notice to the Company, of (a) the occurrence occurrence, or non-occurrence occurrence, of any event, the occurrence or non-occurrence of event which is would be likely to cause (i) any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate at in any material respect or prior (ii) any covenant, condition or agreement contained in this Agreement not to the Closing Date be complied with or satisfied; and (biii) any failure of the Company or Buyer, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, provided that the delivery of any notice pursuant to this Section 6.8 6.9 shall not limit or otherwise affect any the remedies available to the party receiving such notice.

Notification of Certain Matters. The Company Shareholders shall give prompt notice to BuyerSub, and Buyer Sub shall give prompt notice to the CompanyShareholder Representative, of (ai) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty guarantee of the Company or BuyerShareholders, and Sub and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date and (bii) any failure of the Company Shareholders or BuyerSub and Parent, as the case may be, 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 6.8 5.9 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Buyer, and Buyer shall give prompt notice to the Company, of (ai) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is would be likely to cause any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date in any material respect, and (bii) any failure of the Company or Buyer, as the case may be, to comply with or satisfy in any covenant, condition material respect any covenant or agreement to be complied with with, or satisfied condition to be satisfied, by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 6.8 4.11 shall not limit or otherwise affect any the remedies available hereunder to the party Party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to BuyerLucent, and Buyer Lucent shall give prompt notice to the Company, of (a) the occurrence occurrence, or non-occurrence occurrence, of any event, the occurrence or non-occurrence of event which is would be likely to cause (i) any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate at in any material respect or prior (ii) any covenant, condition or agreement contained in this Agreement not to the Closing Date be complied with or satisfied; and (bii) any failure of the Company Company, Lucent or BuyerAcquisition, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, provided that the delivery of any notice pursuant to this Section 6.8 5.13 shall not limit or otherwise affect any the remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to BuyerPurchaser, and Buyer Purchaser shall give prompt notice to the Company, of (ai) the occurrence occurrence, or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date Effective Time, and (bii) any material failure of the Company or BuyerPurchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedPROVIDED, howeverHOWEVER, that the delivery of any notice pursuant to this Section 6.8 5.06 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Buyer, and Buyer Seller shall give prompt notice to the Company, and the Company shall give prompt notice to the Seller, of (ai) the occurrence occurrence, or non-occurrence occurrence, of any event, event the occurrence or non-occurrence of which is would be likely to cause any representation or warranty of the Seller, the Company or Buyerthe Merger Sub, respectivelyas the case may be, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date inaccurate, and (bii) any failure of the Seller, the Company or Buyerthe Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 6.8 6.7 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to BuyerParent, and Buyer Parent shall give prompt notice to the Company, of (a) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is likely could reasonably be expected to cause any representation or warranty of the Company or Buyer, respectively, contained in this Agreement or the Stockholders' Agreement to be untrue or inaccurate at or prior to the Closing Date in any material respect and (b) any failure of the Company Company, Parent or BuyerMerger Sub, as the case may be, to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunderhereunder in any material respect; provided, however, that the delivery of any notice pursuant to this Section 6.8 8.07 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Buyer, and Buyer shall give prompt notice to the Company, of (a) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date and (b) any failure of the Company or Buyer, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedPROVIDED, however, that the delivery of any notice pursuant to this Section 6.8 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Notification of Certain Matters. The Company and the Sole Shareholder ------------------------------- shall give prompt notice to Buyer, and Buyer shall give prompt notice to the Company, Parent of (ai) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company Sole Shareholder or Buyerthe Company, respectively, contained in this Agreement Agreement, to be untrue or inaccurate at or prior to the Closing Date Effective Time and (bii) any failure of the Company Sole Shareholder or Buyerthe Company, as the case may be, 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 6.8 5.8 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Notification of Certain Matters. The Company During the period from the date hereof to the Closing, the Shareholders shall give prompt notice to Buyer, and Buyer shall give prompt notice to the CompanyRepresentative, of (ai) the occurrence or non-occurrence nonoccurrence of any event, the occurrence or non-occurrence of event which is likely to would cause any representation or warranty of by the Company or the Shareholders, or by Buyer, respectivelyas applicable, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date Date, and (bii) any material failure of by the Company or any of the Shareholders, or by Buyer, as the case may beapplicable, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it them hereunder; provided, however, that the delivery of any notice pursuant to this Section 6.8 6.4 shall not limit or otherwise affect any the remedies available hereunder to the party receiving Party to which such noticenotice is given.

Notification of Certain Matters. The Company Seller shall give prompt notice to Buyer, and Buyer shall give prompt notice to the CompanySeller, of (ai) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company or Seller and Buyer, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date and (bii) any failure of the Company Seller or Buyer, as the case may be, 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 6.8 5.7 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Buyer, Each of the Selling Stockholders and Buyer shall give prompt notice to the Companyother parties of the occurrence, of (a) the occurrence or non-occurrence failure to occur, of any event, the which occurrence or non-occurrence of which is failure to occur would be likely to cause (a) any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior any time from the date of this Agreement to the Closing Date and Date, or (b) any material failure of the Company Selling Stockholders or Buyer, as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedunder this Agreement. Notwithstanding the foregoing, however, that the delivery of any notice pursuant to this Section 6.8 6.2 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.,

Notification of Certain Matters. The Company shall give prompt notice ------------------------------- to BuyerAcquiror, and Buyer Acquiror shall give prompt notice to the Company, of (ai) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company or Buyerand Acquiror, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date Effective Time except as contemplated by this Agreement (including the Company Schedules) and (bii) any failure of the Company or BuyerAcquiror, as the case may be, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 6.8 5.8 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Notification of Certain Matters. The Company or the ------------------------------- Stockholders shall give prompt written notice to Buyer, and Buyer shall give prompt written notice to the Company, of (a) the occurrence or non-occurrence nonoccurrence of any event, the occurrence or non-occurrence nonoccurrence of which is would be likely to cause any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date Date, and (b) any material failure of the Company or Buyer, as the case may be, 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 6.8 4.16 shall not cure such breach or non-compliance or limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Buyer, and Buyer shall give prompt notice to the Company, of (a) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is would be likely to cause (i) any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate at or prior (ii) any covenant, condition or agreement contained in this Agreement not to the Closing Date be complied with or satisfied and (b) any failure of the Company or BuyerBuyer (or Johnson or Liberty), as the case may be, to comply with or satisfy any satixxx xxx 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 6.8 6.06 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Buyer, and Buyer Shareholder Representative shall give prompt notice to the CompanyIssuer, and the Issuer shall give prompt notice to the Shareholder Representative, of (a) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is likely would reasonably be expected to cause any representation or warranty of the Company or Buyer, respectively, such party contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date in any material respect and (b) any failure of the Principal Company Shareholders or Buyerthe Issuer, as the case may be, to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 6.8 6.06 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall ------------------------------- give prompt notice to Buyerthe Purchaser, and Buyer the Purchaser shall give prompt notice to the Company, of (ai) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is would be likely to cause any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date and (bii) any failure of the Company or Buyerthe 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; provided, however, that the delivery -------- ------- of any notice pursuant to this Section 6.8 5.04 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Buyerand/or the Sole Member, and Buyer as applicable, shall give prompt notice to the Company, Purchaser of (a) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company or Buyer, respectively, and/or the Sole Member contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date and (b) any failure of the Company or Buyer, as and/or the case may be, Sole Member 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 6.8 5.7 shall not limit or otherwise affect any remedies available to the party receiving such noticePurchaser.

Notification of Certain Matters. The Company shall give prompt notice to BuyerMerchants, and Buyer Merchants shall give prompt notice to the Company, of (a) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is would be likely to cause any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date inaccurate, and (b) any failure of the Company or BuyerMerchants, as the case may be, 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 6.8 6.04 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company Shareholder shall give prompt notice to BuyerPurchaser, and Buyer Purchaser shall give prompt notice to the CompanyShareholder, of (ai) the occurrence or non-occurrence nonoccurrence of any event, event the occurrence or non-occurrence nonoccurrence of which is would be likely to cause any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date and (bii) any failure of the Company Shareholder or BuyerPurchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or him hereunder; provided, however, that the delivery of any notice pursuant to this Section 6.8 6.2 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice During the period from the date hereof to Buyerthe Closing, and Buyer shall give prompt notice to the Company, Company and the Shareholders of (ai) the occurrence or non-occurrence nonoccurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company Buyer or Buyer, respectively, Merger Subsidiary contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date in any material respect and (bii) any material failure of the Company Buyer or Buyer, as the case may be, Merger Subsidiary 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 6.8 6.2(b) shall not limit or otherwise affect any the remedies available hereunder to the party receiving such noticeCompany and the Shareholders.

Notification of Certain Matters. The Company shall give prompt notice to Buyerthe Purchaser, and Buyer the Purchaser shall give prompt notice to the Company, of (ai) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date Effective Time and (bii) any material failure of the Company or Buyerthe 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; providedPROVIDED, howeverHOWEVER, that the delivery of any notice pursuant to this Section 6.8 SECTION 5.9 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to BuyerJenkon, and Buyer Jenkon shall give prompt notice to the Company, of (ai) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company or Buyerand Jenkon, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date and (bii) any failure of the Company or BuyerJenkon, as the case may be, 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 6.8 6.13 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Buyer, and Buyer Seller shall give prompt notice to the Company, and the Company shall give prompt notice to the Seller, of (ai) the occurrence occurrence, or non-occurrence occurrence, of any event, event the occurrence or non-occurrence of which is would be likely to cause any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date inaccurate, and (bii) any failure of the Company Seller or Buyerthe Company, as the case may be, 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 6.8 6.6 shall not limit or otherwise affect any the remedies available hereunder to the party Party receiving such notice.

Notification of Certain Matters. The Company shall and the Members will give prompt notice to Buyer, and Buyer shall will give prompt notice to the CompanyCompany and the Members, of (ai) the occurrence or non-occurrence of any event, the occurrence or non-occurrence nonoccurrence of which is likely to would cause any representation or warranty of the Company Company, Members, or Buyer, respectively, the Buyer contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date and (bii) any failure of the Company Company, Members, or Buyer, as the case may be, 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 6.8 shall 5.6 will not limit or otherwise affect any remedies available to the party receiving such notice.

Notification of Certain Matters. The Company Stockholder shall give ------------------------------- prompt written notice to Buyer, and Buyer shall give prompt written notice to the CompanyStockholder, of (a) the occurrence or non-occurrence nonoccurrence of any event, the occurrence or non-occurrence nonoccurrence of which is would be likely to cause any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date Date, and (b) any material failure of the Company or Buyer, as the case may be, 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 6.8 shall 4.13shall not cure such breach or non-compliance or limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to BuyerBroadcom, and Buyer Broadcom shall give prompt notice to the Company, of (a) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company or BuyerBroadcom, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date and (b) any failure of the Company or BuyerBroadcom, as the case may be, 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 6.8 5.8 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to BuyerAcquirer, and Buyer Acquirer shall give prompt notice to the Company, of (a) the occurrence or non-non- occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company or BuyerAcquirer, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date and (b) any failure of the Company or BuyerAcquirer, as the case may be, 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 6.8 5.4 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to BuyerLucent, and Buyer Lucent shall give prompt notice to the Company, of (a) the occurrence occurrence, or non-occurrence occurrence, of any event, the occurrence or non-occurrence of event which is would be likely to cause (i) any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate at in any material respect or prior (ii) any covenant, condition or agreement contained in this Agreement not to the Closing Date be complied with or satisfied; and (b) any failure of the Company Company, Lucent or BuyerAcquisition, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, provided that the delivery of any notice pursuant to this Section 6.8 5.5 shall not limit or otherwise affect any the remedies available to the party receiving such notice.

Notification of Certain Matters. The Company Seller shall give prompt notice to BuyerPurchaser, and Buyer Purchaser shall give prompt notice to the CompanySeller, of (a) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is likely reasonably could be expected to cause any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date in any material respect and (b) any failure of the Company Seller or BuyerPurchaser, as the case may be, to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 6.8 5.03 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Buyer, and Buyer shall give prompt notice to the Company, of (ai) the occurrence or non-occurrence of any event, the occurrence event which has caused or non-occurrence of which is likely to cause any representation or warranty of the Company Company, Stockholders or Buyer, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date Effective Time and (bii) any failure of the Company Company, Stockholders or Buyer, as the case may be, 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 6.8 6.9 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Buyer, and Buyer shall give prompt notice to the Company, Parent of (a) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company or Buyer, respectivelyCompany, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Initial Closing Date except as contemplated by this Agreement (including the schedules hereto) and (b) any failure of the Company or Buyerthe Stockholders, as the case may be, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 6.8 7.9 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Notification of Certain Matters. The Company or the Stockholders shall give prompt written notice to Buyer, and Buyer shall give prompt written notice to the Company, of (a) the occurrence or non-occurrence nonoccurrence of any event, the occurrence or non-occurrence nonoccurrence of which is would be likely to cause any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date Date, and (b) any material failure of the Company or Buyer, as the case may be, 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 6.8 4.16 shall not cure such breach or non-compliance or limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The During the period from the date hereof to the Closing, the Company and the Shareholders shall give prompt notice to Buyer, and Buyer shall give prompt notice to the Company, of (ai) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of by the Company or Buyer, respectively, any of the Shareholders contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date in any material respect and (bii) any material failure of the Company or Buyer, as any of the case may be, Shareholders 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 6.8 6.3(d) shall not limit or otherwise affect any the remedies available hereunder to the party receiving such noticeBuyer.

Notification of Certain Matters. The Company shall give prompt notice to BuyerBroadcom, and Buyer Broadcom shall give prompt notice to the Company, of (a) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company or BuyerBroadcom, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date and (b) any failure of the Company or BuyerBroadcom, as the case may be, 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 6.8 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to BuyerAcquirer, and Buyer Acquirer shall give prompt notice to the Company, of (a) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company or BuyerAcquirer, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date and (b) any failure of the Company or BuyerAcquirer, as the case may be, 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 6.8 5.4 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Notification of Certain Matters. The Seller shall give , ------------------------------- prompt notice to the Company, and the Company shall give prompt notice to Buyer, and Buyer shall give prompt notice to the CompanySeller, of (ai) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is would be likely to cause any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date and (bii) any failure of the Company Seller or Buyerthe Company, as the case may be, 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 6.8 6.6 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company Management Shareholders shall give prompt notice to BuyerPurchaser, and Buyer Purchaser shall give prompt notice to the CompanyManagement Shareholders, of (ai) the occurrence or non-occurrence nonoccurrence of any event, event the occurrence or non-occurrence nonoccurrence of which is would be likely to cause any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date and (bii) any failure of the Company any Management Shareholder or BuyerPurchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or him hereunder; provided, however, that the delivery of any notice pursuant to this Section 6.8 6.2 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company Seller shall give prompt notice to Buyer, and Buyer shall give prompt notice to the CompanySeller, of (ai) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company or Seller and Buyer, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date and (bii) any failure of the Company Seller or Buyer, as the case may be, 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 6.8 5.8 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to BuyerAcquirer, and Buyer Acquirer shall give prompt notice to the Company, of (a) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company or BuyerAcquirer, respectively, contained in this ASSET PURCHASE AGREEMENT Agreement to be untrue or inaccurate at or prior to the Closing Date and (b) any failure of the Company or BuyerAcquirer, as the case may be, 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 6.8 5.4 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Buyer, and Buyer Seller shall give prompt notice to the Company, and the Company shall give prompt notice to Seller, of (ai) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is would be likely to cause any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date and (bii) any failure of Seller or the Company or BuyerCompany, as the case may be, 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 6.8 6.5 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company and Seller shall give prompt written notice to Buyer, and Buyer shall give prompt notice to the Company, promptly after becoming aware of (ai) the occurrence or non-occurrence of any event, the event whose occurrence or non-occurrence of which is likely could reasonably be expected to cause result in any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior any time from the date hereof to the Closing Date and or (bii) any failure of Seller, the Company or Buyerany officer, as director, employee or agent of the case may beCompany, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it them hereunder; provided, however, that the delivery of any notice pursuant to this Section 6.8 6.07 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such noticeBuyer.

Notification of Certain Matters. The Company shall give prompt notice to Buyer, and Buyer Seller shall give prompt notice to the Company, and the Company shall give prompt notice to the Seller, of (ai) the occurrence, or nonoccurrence, of any event the occurrence or non-occurrence of any event, the occurrence or non-non occurrence of which is would be likely to cause any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date inaccurate, and (bii) any failure of the Company Seller, the Sub or Buyerthe Company, as the case may be, 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 6.8 7.4 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Buyer, and Buyer shall give prompt notice to the Company, of (ai) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company or and Buyer, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date Effective Time and (bii) any failure of the Company or Buyer, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedPROVIDED, howeverHOWEVER, that the delivery of any notice pursuant to this Section 6.8 4.9 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Notification of Certain Matters. The Company Seller shall give prompt notice to Buyer, and Buyer shall give prompt notice to the CompanySeller, of (ai) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company Seller or Buyer, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date Date, and (bii) any failure of the Company Seller or Buyer, as the case may be, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 6.8 5.7 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Notification of Certain Matters. The Company Seller shall give prompt notice to BuyerPurchaser, and Buyer Purchaser shall give prompt notice to the CompanySeller, of (ai) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate at in any material respect on or prior to the Closing Date Date, and (bii) any material failure of Seller, on the Company one hand, or BuyerPurchaser, as on the case may beother hand, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it them hereunder; provided, however, that the delivery of any notice pursuant to this Section 6.8 5.3 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Buyerthe Investors, and Buyer the Investors shall give prompt notice to the Company, of (ai) the occurrence or non-occurrence nonoccurrence of any event, event the occurrence or non-occurrence nonoccurrence of which is has caused or would be likely to cause any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date Effective Time, and (bii) any material failure of the Company, Company or BuyerSubsidiary, as the case may be, to comply with or satisfy in any covenant, material respect 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 6.8 6.6 shall not cure such breach or non-compliance or limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Buyerthe Acquiror, and Buyer the Acquiror shall give prompt notice to the Company, of (a) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is would be likely to cause any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date and (b) any failure of the Company or Buyerthe Acquiror, as the case may be, 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 6.8 6.7 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to BuyerAcquirer, and Buyer Acquirer shall give prompt notice to the Company, of (a) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company or BuyerAcquirer, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date and (b) any failure of the Company or BuyerAcquirer, as the case may be, 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 6.8 5.8 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Notification of Certain Matters. The Company Companies shall give prompt notice to BuyerPurchaser, and Buyer Purchaser shall give prompt notice to the CompanyCompanies, of (ai) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the a Company or Buyerand Purchaser, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date and (bii) any failure of the a Company or BuyerPurchaser, as the case may be, 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 6.8 5.8 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to BuyerBroadcom, and Buyer Broadcom shall give prompt notice to the Company, of (a) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company or BuyerBroadcom, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date and (b) any failure of the Company or BuyerBroadcom, as the case may be, 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 6.8 5.9 shall not limit or otherwise affect any remedies available to the party receiving such notice.. 45 52

Notification of Certain Matters. The Company Seller shall give prompt notice to Buyereach Purchaser, and Buyer each Purchaser shall give prompt notice to the CompanySeller, promptly upon becoming aware of (ai) the occurrence any occurrence, or non-occurrence failure to occur, of any event, the which occurrence or non-occurrence of which is likely failure to occur has caused or could reasonably be expected to cause any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or any time after the date hereof and prior to the Closing Date and (bii) any material failure of the Company or Buyer, as the case may be, on its part 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 such notice pursuant to this Section 6.8 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Each Group Company shall give prompt notice to Buyer, and Buyer the Shareholders shall give prompt notice to the CompanyPurchaser, of (ai) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of event which is likely to cause any representation or warranty of the any Group Company or Buyerthe Shareholders, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date and (bii) any failure of the any Group Company or Buyerany Shareholder, as the case may be, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 6.8 5.10 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Buyerthe Acquiror, and Buyer the Acquiror shall give prompt notice to the Company, of (ai) the occurrence or non-occurrence nonoccurrence of any event, event the occurrence or non-occurrence nonoccurrence of which is likely would reasonably be expected to cause any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be materially untrue or inaccurate at inaccurate, or prior to the Closing Date and (bii) any failure of the Company Company, or Buyerthe Acquiror, as the case may be, materially 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 6.8 4.9 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to BuyerPurchaser if Company has knowledge of, and Buyer Purchaser shall give prompt notice to the CompanyCompany if Purchaser has knowledge of, of (ai) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date and (bii) any material failure of the Principal Stockholder, Company or BuyerPurchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder or under any Ancillary Agreement; provided, however, that the delivery of any notice pursuant to this Section 6.8 7.7 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give ------------------------------- prompt notice to BuyerPurchaser, and Buyer Purchaser shall give prompt notice to the Company, of (ai) the occurrence or non-occurrence nonoccurrence of any event, event the occurrence or non-occurrence nonoccurrence of which is would be likely to cause any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date and (bii) any failure of the Company or BuyerPurchaser, as the case may be, 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 6.8 7.4 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice ------------------------------- to the Parent and the Buyer, and Parent and the Buyer shall give prompt notice to the Company, of (ai) the occurrence or non-occurrence nonoccurrence of any event, the occurrence or non-occurrence nonoccurrence of which is likely to cause any representation or warranty of the Company or and the Shareholders, on the one hand, and the Parent and the Buyer, respectivelyon the other hand, contained in this Agreement to be untrue or inaccurate at or in the period prior to the Closing Date and (bii) any failure of the Company and the Shareholders or the Parent and the Buyer, as the case may be, 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 6.8 5.9 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to BuyerDHI, and Buyer DHI shall give prompt notice to the Company, of (ai) the occurrence or non-occurrence nonoccurrence of any event, event the occurrence or non-occurrence nonoccurrence of which is would be likely to cause any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate at or prior the result of which would be a Material Adverse Effect to the Closing Date and Company or DHI, as applicable, or (bii) any failure of the Company or BuyerDHI, as the case may be, materially 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 6.8 6.10 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to BuyerCompany, and Buyer each Seller, or each Purchaser, as applicable, shall give prompt notice to the Company, other parties to this Agreement of (a) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company or Buyer, respectively, such notifying party contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date and (b) any failure of the Company or Buyer, as the case may be, such notifying party to comply in any material respect 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 6.8 5.6 shall not limit or otherwise affect any remedies available to the party receiving such noticeparties to this Agreement.

Notification of Certain Matters. The Company shall give prompt notice to Buyerthe Purchaser, and Buyer the Purchaser shall give prompt notice to the Company, of (a) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company or Buyerthe Purchaser, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date and (b) any failure of the Company or Buyerthe 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; provided, however, that the delivery of any notice pursuant to this Section 6.8 5.7 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Notification of Certain Matters. The Company Sellers shall give prompt notice to BuyerPurchaser, and Buyer Purchaser shall give prompt notice to the CompanySellers, of (a) the occurrence or non-occurrence nonoccurrence of any event, event the occurrence or non-occurrence nonoccurrence of which is would be likely to cause any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date and (b) any material failure of the Company Purchaser, or BuyerSellers, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that neither the delivery of nor the failure to deliver any notice pursuant to this Section 6.8 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company Sellers shall give ------------------------------- prompt notice to BuyerPurchaser upon becoming aware of, and Buyer Purchaser shall give prompt notice to the CompanySellers upon becoming aware of, of (a) the occurrence or non-non- occurrence of any event, the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date and (b) any material failure of the Company Sellers or BuyerPurchaser, as the case may be, 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 6.8 7.4 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company Sellers shall give prompt notice to BuyerPurchaser, and Buyer Purchaser shall give prompt notice to the CompanySellers, of (a) the occurrence or non-occurrence nonoccurrence of any event, event the occurrence or non-occurrence nonoccurrence of which is would be likely to cause any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date and (b) any material failure of the Company Purchaser or BuyerSellers, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that neither the delivery of nor the failure to deliver any notice pursuant to this Section 6.8 6.3 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders, each Company and the Companies as a consolidated group shall give prompt notice to Buyer, and Buyer shall give prompt notice to each Company and the CompanyStockholders, of (a) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to will cause any representation or warranty of the Company Companies, the Stockholders or Buyer, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date and (b) any failure of the Company Stockholders, the Companies or Buyer, as the case may be, 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 6.8 6.6 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to BuyerAcquisition, and Buyer Acquisition shall give prompt notice to the Company, of (ai) the occurrence occurrence, or non-occurrence nonoccurrence, of any eventevent the occurrence, the occurrence or non-occurrence nonoccurrence, of which is would be likely to cause any representation or warranty of the Company or Buyer, respectively, contained in this Agreement herein to be untrue or inaccurate in any material respect at or prior to the Closing Date Effective Time and (bii) any material failure of the Company or BuyerAcquisition, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedPROVIDED, howeverHOWEVER, that the delivery of any notice pursuant to this Section 6.8 6.08 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company or the Stockholders shall give prompt written notice to BuyerPurchaser, and Buyer Purchaser shall give prompt written notice to the Company, of (a) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is would be likely to cause any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date Date, and (b) any material failure of the Company or BuyerPurchaser, as the case may be, 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 6.8 7.5 shall not cure such breach or non-compliance or limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company Shareholders and the Seller shall give prompt notice to the Buyer, and the Buyer shall give prompt notice to the CompanyShareholders and the Seller, of (ai) the occurrence or non-occurrence nonoccurrence of any event, event the occurrence or non-occurrence nonoccurrence of which is likely to cause any representation or warranty of the Company or Buyer, respectively, contained notifying party in this Agreement to be untrue or inaccurate at or prior to the be Closing Date and (bii) any failure of the Company or Buyer, as the case may be, notifying party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement; provided, however, that the delivery of any notice pursuant to this Section 6.8 5.4 shall not limit or otherwise affect any the remedies available under this Agreement to any of the party parties receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to BuyerBuyer and Parent, and Buyer and Parent shall give prompt notice to the CompanyCompany and each Beneficial Holder, of (ai) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company or Buyer, respectively, any such party contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date and (bii) any failure of the Company or Buyerany such party, as the case may be, 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 6.8 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Notification of Certain Matters. The Company and the Selling Shareholders shall give prompt written notice to BuyeriTurf, and Buyer iTurf shall give prompt written notice to the CompanyCompany and the Selling Shareholders, of (ai) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is would be likely to cause any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date and (bii) any failure of by the Company Company, any Selling Shareholder, iTurf or BuyerMerger Sub, as the case may be, materially to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedPROVIDED, howeverHOWEVER, that the delivery of any notice pursuant to this Section 6.8 4.3 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Buyer, and Buyer Seller shall give prompt notice to the Company, and the Company shall give prompt notice to the Seller, of (ai) the occurrence occurrence, or non-occurrence occurrence, of any event, event the occurrence or non-occurrence of which is would be likely to cause any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date inaccurate, and (bii) any failure of the Company Seller or Buyerthe Company, as the case may be, 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 6.8 6.6 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company Seller shall give prompt notice to BuyerPurchaser, and Buyer Purchaser shall give prompt notice to the CompanySeller, of (a) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is likely reasonably could be expected to cause any representation or warranty of the Company or Buyer, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date in any material respect and (b) any failure of the Company Seller or BuyerPurchaser, as the case may be, to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 6.8 5.3 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.