Common use of Notification of Certain Matters Clause in Contracts

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and (ii) any Action commenced or, to its Knowledge, threatened in writing, relating to or involving or otherwise affecting it or any of its Subsidiaries which relates to the consummation of the transactions contemplated by this Agreement. (c) Notwithstanding the foregoing, (i) the delivery of any notice pursuant to this Section 6.13 shall not limit or otherwise affect the remedies available hereunder to the Party receiving such notice and (ii) the failure to comply with this Section 6.13 will not constitute the failure 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 a such condition to be so satisfied.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, promptly notify each other of (i) the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated by this Agreement 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 Agreement and hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (iib) any Action commenced or, to its Knowledgesuch party’s knowledge, threatened in writingagainst, relating to or involving or otherwise affecting it such party or any of its Subsidiaries which relates relate to the consummation of Merger or the other transactions contemplated by this Agreement. hereby or (c) Notwithstanding the foregoingdiscovery of any fact or circumstance that, (i) or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 6.13 5.10 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit or otherwise affect the remedies available hereunder to the Party party receiving such notice and (ii) the notice; provided further, that failure to comply with this Section 6.13 will give prompt notice pursuant to clause (c) shall not constitute the a failure of any a condition to the Merger set forth in Article VII or Annex I VI except to be satisfied unless the extent that the underlying event fact or circumstance not so notified would independently result in standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of a such compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to be so in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. (a) The During the Pre-Closing Period, the Company shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, of (i) the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) any notice or other communication received by such party from any Governmental Entity Authority in connection with the transactions contemplated by this Agreement or any of the Transactions, (b) any notice or other communication received by such party from any Person person alleging that the consent consent, approval, permission or waiver of such Person person is or may be required in connection with any of the transactions contemplated by this Agreement and Transactions, (iic) any Action actions, suits, claims, investigations or proceedings commenced or, to its Knowledgesuch party’s knowledge, threatened in writingagainst, relating to or involving or otherwise affecting it such party or any of its Subsidiaries subsidiaries which relates relate to the consummation this Agreement or any of the transactions contemplated Transactions, (d) any Stockholder Litigation, and (e) the discovery by a party to this Agreement. (c) Notwithstanding Agreement of any fact, circumstance or event, the foregoing, occurrence or non-occurrence of which could reasonably be expected to result in (i) the delivery failure of any representation or warranty of such party contained in this Agreement to be true or correct in all material respects at or prior to the Merger Closing, (ii) any failure of such party to comply in all material respects with such party’s covenants or agreements hereunder, or (iii) the failure of any of the conditions of the obligations set forth in Article VI or Annex I to be satisfied or the satisfaction of which to be materially delayed; provided that the failure to deliver any notice pursuant to this Section 6.13 5.6 shall not limit or otherwise affect be considered in determining whether the remedies available hereunder to the Party receiving such notice and (ii) the failure to comply with this Section 6.13 will not constitute the failure of any condition conditions set forth in Article VII VI or Annex I to be satisfied unless the underlying event would independently result in the failure of a such condition to be so have been satisfied.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to During the Company, period from the date of (i) the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure until the earlier of the Company, Parent Closing Date or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, termination of (i) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging that pursuant to Article XI, each Party shall keep the consent other Parties apprised of such Person is or may be required in connection with the transactions contemplated by this Agreement and (ii) any Action commenced or, to its Knowledge, threatened in writing, status of matters relating to or involving or otherwise affecting it or any of its Subsidiaries which relates to the consummation of the transactions contemplated by this Agreement. , including promptly furnishing the other with copies of any material notices or other communications received by such Party or, to the Knowledge of such Party, its Representatives from any third party or any Governmental Entity with respect to the consummation of the transactions contemplated by this Agreement and promptly notify the other Party in writing of any fact, change, condition, circumstance or occurrence or nonoccurrence of any event of which it is aware that will or is reasonably likely to (ca) Notwithstanding result in any of the foregoingconditions set forth in Article X (Conditions to Obligations to Close) of this Agreement becoming incapable of being satisfied or (b) otherwise would reasonably prevent, (i) materially impair or materially delay the transactions contemplated by this Agreement or the other Ancillary Agreements. The delivery of any notice pursuant to this Section 6.13 7.13 shall not (i) affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement or (ii) limit or otherwise affect the remedies available hereunder to the Party receiving such notification. Failure by any Party to provide notice and (ii) the failure pursuant to comply with this Section 6.13 will 7.13 shall not constitute the failure of any condition set forth in Article VII or Annex I be deemed to be satisfied unless the underlying event would independently result in the failure a breach of a such condition to be so satisfied.Party’s covenants for purposes of Article X.

Notification of Certain Matters. (a) The Company Parent shall use its reasonable best efforts to give prompt notice to Parent, and Parent shall give prompt written notice to the Company, of and the Company shall use its reasonable best efforts to give prompt written notice to Parent, of: (ia) the occurrence, any representation or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained warranty made by such party in this Agreement to become untrue or that is inaccurate in any material respect and (ii) any failure as of the Company, date of this Agreement (or any representation or warranty made by such party in this Agreement that is qualified by materiality or refers to Company Material Adverse Effect or Parent or the PurchaserMaterial Adverse Effect, as the case may be, that is inaccurate in any respect as of the date of this Agreement), the occurrence or non-occurrence of any event of which the Company is aware that would be reasonably likely to materially cause the condition precedent in Section 6.2(a) not to be satisfied or the occurrence or non-occurrence of any event of which Parent is aware that would be reasonably likely to cause the condition precedent in Section 6.3(a) not to be satisfied; or (b) any failure in any material respect of such party to comply in a timely manner with or materially satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent; provided, and Parent shall give prompt notice to the Companyhowever, of (i) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and (ii) any Action commenced or, to its Knowledge, threatened in writing, relating to or involving or otherwise affecting it or any of its Subsidiaries which relates to the consummation of the transactions contemplated by this Agreement. (c) Notwithstanding the foregoing, (i) the delivery of any notice pursuant to this Section 6.13 5.11 shall not limit or otherwise affect the remedies available hereunder under this Agreement to the Party party receiving such notice; and provided further that no party shall have the right not to close the Merger or the right to terminate this Agreement as a result of the delivery of such a notice and (ii) the failure to comply with this Section 6.13 will not constitute the failure of any condition set forth in Article VII or Annex I to be satisfied unless if the underlying event breach would independently not result in such party having such rights under the failure terms of a such condition to be so satisfiedArticles VI and VII hereof.

Notification of Certain Matters. (a) The Parent and the Company shall give prompt notice to Parent, and Parent shall each give prompt notice to the Company, other Party if any of the following occur after the date of this Agreement: (i) the occurrence, or non-occurrence, receipt of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt written notice to the Company, of (i) any notice or other communication receiving Party from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any third Person alleging that the consent or approval of such third Person is or may be required in connection with the Merger and the other transactions contemplated by this Agreement and such consent could (iiin the good faith determination of such Party) any Action commenced or, reasonably be expected to its Knowledge, threatened in writing, relating to prevent or involving or otherwise affecting it or any of its Subsidiaries which relates to materially delay the consummation of the Merger or the other transactions contemplated by this Agreement. ; (cii) Notwithstanding receipt of any notice or other communication from any Governmental Entity or the foregoingNYSE (or any other securities market) in connection with the Merger and the other transactions contemplated by this Agreement; or (iii) the occurrence of an event which would or would be reasonably likely to (A) prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby or (B) result in the failure of any condition to the Merger set forth in Article VI to be satisfied; provided, (i) however, that the delivery of any notice pursuant to this Section 6.13 5.7 shall not limit or otherwise affect the remedies of the Company or Parent available hereunder and no information delivered pursuant to this Section 5.7 shall update any section of the Party receiving such notice Company Disclosure Letter or the Parent Disclosure Letter or shall affect the representations or warranties of the Parties hereunder and (ii) the failure to comply with this Section 6.13 5.7 will not constitute the failure breach or noncompliance of any condition a covenant by such Party for determining the satisfaction of the conditions set forth in Article VII Section 6.2(b) or Annex I to be satisfied unless the underlying event would independently result in the failure of a such condition to be so satisfiedSection 6.3(b).

Notification of Certain Matters. (a) The Company shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, of (i) the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) any notice or other communication received by such Party from any Governmental Entity Authority in connection with the Merger or any of the other transactions contemplated hereby, (b) any notice or other communication received by this Agreement or such Party from any Person alleging that the consent of such Person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement hereby, and (iic) any Action commenced or, to its Knowledgesuch Party’s knowledge, threatened in writingagainst, relating to or involving or otherwise affecting it such Party or any of its Subsidiaries which relates or Affiliates which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any section of this Agreement or relate to the consummation Merger or any of the other transactions contemplated by this Agreement. (c) Notwithstanding the foregoing, (i) hereby; provided that the delivery of any notice pursuant to this Section 6.13 6.5 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit or otherwise affect the remedies available hereunder to the Party receiving such notice notice. The Parties agree and (ii) acknowledge that the failure to comply with give prompt notice pursuant to this Section 6.13 will 6.5 shall not constitute the a failure of any a condition set forth in Article VII or Annex I except to be satisfied unless the extent that the underlying event would independently result in the failure breach of a representation or warranty or failure to perform any covenant or agreement not so notified would, standing alone, constitute such condition to be so satisfieda failure.

Notification of Certain Matters. (a) The Company shall give prompt notice to ParentCompany, on the one hand, and Parent and Sub, on the other hand, shall give prompt notice to the Companyother party of: (a) any material notice or other communication from any Governmental Entity related to the transactions contemplated by this Agreement, of (ib) the occurrence, occurrence or non-occurrence, occurrence of any event event, the occurrence or non-occurrence of which could reasonably be expected to cause any cause, in the case of their respective representations Company, failure of the condition set forth in Section 7.2(a)(i), and, in the case of Parent or warranties contained Sub, failure of the condition set forth in this Agreement to become untrue or inaccurate in any material respect and Section 7.3(a)(i), (iic) any failure of the Company, Parent or the Purchaser, as the case may be, such party to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parenthereunder, and Parent shall give prompt notice to which would cause, in the case of Company, failure of the condition set forth in Section 7.2(a)(ii), and, the case of Parent or Sub, failure of the condition set forth in Section 7.3(a)(ii), (id) any notice or other Written communication from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and (iie) any Action commenced orwith respect to Company only, to its Knowledge, threatened in writing, relating to or involving or otherwise affecting it the occurrence of a Material Adverse Effect or any of its Subsidiaries which relates to condition, event, fact or circumstance that would make the consummation timely satisfaction of the transactions contemplated by this Agreement. (ccondition set forth in Section 7.2(g) Notwithstanding the foregoingimpossible or unlikely; provided, (i) however, that the delivery of any notice pursuant to this Section 6.13 5.8 shall not (i) limit or otherwise affect the any remedies available hereunder to the Party party receiving such notice and or (ii) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Company pursuant to this Section 5.8, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant. No notification under this Section 5.8 shall be required with respect to matters consented to in Writing by Parent or the actual taking of actions contemplated by Section 4.1 of the Disclosure Schedule. In the event of a failure to comply with this Section 6.13 will not constitute the failure of perform any condition covenant set forth in Article VII or Annex I to be satisfied unless this Section 5.8, the claim for the underlying event would independently result in matter as to which notice should have been delivered shall be made by reference to the failure applicable provision of this Agreement with respect to such matter and not as a breach of a such condition covenant in this Section 5.8; claims for breach of the obligations to make the notice required by this Section 5.8 may be so satisfiedmade by reference to this Section 5.8.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, as promptly as practicable notify each other of (i) the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated by this Agreement 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 Agreement and hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (iib) any Action commenced or, to its Knowledgesuch party’s knowledge, threatened in writingagainst, relating to or involving or otherwise affecting it such party or any of its Subsidiaries which relates to the consummation of Merger or the other transactions contemplated by this Agreement. hereby or (c) Notwithstanding the foregoingdiscovery of any fact or circumstance that, (i) or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, that the delivery of any notice pursuant to this Section 6.13 5.10 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit or otherwise affect the remedies available hereunder to the Party party receiving such notice and (ii) the notice; provided further, that failure to comply with this Section 6.13 will give prompt notice shall not constitute the a failure of any a condition set forth in Article VII or Annex I VI except to be satisfied unless the extent that the underlying event fact or circumstance not so notified would independently result in the failure of standing alone constitute such a such condition to be so satisfiedfailure.

Notification of Certain Matters. (a) The Company Seller shall give prompt notice to ParentPurchaser, and Parent Purchaser shall give prompt notice to the Company, of (i) the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the CompanySeller, of (i) any notice or other communication received by such party from any Governmental Entity Authority in connection with the transactions contemplated by this Agreement or the Transactions, (ii) from any Person alleging that the consent Consent of such Person under a Material Contract or Lease is or may be required in connection with the transactions contemplated by this Agreement Transactions, and (iiiii) any Action Actions commenced or, to its Knowledge, threatened in writingagainst, relating to or involving or otherwise affecting it such party or any of its the Business Subsidiaries which relates relate to this Agreement or the Transactions. Seller shall promptly notify Table of Contents Purchaser of any written notice from any party to any Material Contract to the consummation effect that such party has terminated or intends to terminate (in each case other than the expiration of the transactions contemplated by this Agreementterm of such Material Contract in accordance with its terms, or with respect to terminations that would not reasonably be expected to be material to the Business, taken as a whole). (cb) Notwithstanding the foregoing, (i) the delivery Seller shall promptly advise Purchaser of any fact, change, event or circumstance that has had or would reasonably be expected to have a Business Material Adverse Effect, and each party shall promptly advise the other of any fact, change, event or circumstance that is reasonably likely to cause the failure of any condition to Closing set forth in Section 5.02 or Section 5.03, as applicable; provided, that any failure to give notice pursuant in accordance with the foregoing with respect to this Section 6.13 any breach shall not limit or otherwise affect the remedies available hereunder in and of itself be deemed to the Party receiving such notice and (ii) the failure to comply with this Section 6.13 will not constitute the failure of any condition set forth in Article VII Section 5.02 or Annex I Section 5.03 to be satisfied unless the underlying event would independently result in the failure of a such condition to be so satisfied.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of of: (ia) the occurrence, occurrence or non-occurrence, occurrence of any event event, the occurrence or non-occurrence of which could reasonably be expected is likely to cause any representation or warranty of their respective representations or warranties the Company contained in this Agreement to become be untrue or inaccurate in any material respect at or prior to the Effective Time, and (iib) any failure of the Company, Parent or the Purchaser, as the case may be, Company to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parenthereunder; provided, and Parent shall give prompt notice to the Companyhowever, of (i) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and (ii) any Action commenced or, to its Knowledge, threatened in writing, relating to or involving or otherwise affecting it or any of its Subsidiaries which relates to the consummation of the transactions contemplated by this Agreement. (c) Notwithstanding the foregoing, (i) the delivery of any notice pursuant to this Section 6.13 5.6 shall not (i) limit or otherwise affect the any remedies available hereunder to the Party party receiving such notice and notice, or (ii) constitute an acknowledgment or admission of a breach of this Agreement; and provided, further that the failure to comply with deliver a notice pursuant to this Section 6.13 will 5.6 shall not constitute be considered in determining whether the failure of any condition set forth in Article VII Section 6.2(a) or Annex I Section 6.2(b) has been satisfied. No disclosure by the Company pursuant to this Section 5.6 shall affect or be satisfied unless the underlying event would independently result deemed to modify, amend or supplement any representation or warranty contained herein or in the failure Disclosure Schedule or the conditions to the obligations of a such condition the parties to be so satisfiedconsummate the Merger in accordance with the terms and provisions hereof, restrict, impair or otherwise affect any Indemnified Parties’ right to indemnification hereunder or otherwise prevent or cure any misrepresentations, breach of warranty or breach of covenant.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, promptly notify each other of (i) the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) any notice or other communication received by such party from any Governmental Entity in connection with the Mergers or the other transactions contemplated by this Agreement hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Mergers or the other transactions contemplated by this Agreement and hereby, if the subject matter of such communication could be material to the Company or Parent, (iib) any Action commenced or, to its Knowledgesuch party’s knowledge, threatened in writingagainst, relating to or involving or otherwise affecting it such party or any of its Subsidiaries which relates relate to the consummation of Mergers or the other transactions contemplated by this Agreement. hereby or (c) Notwithstanding the foregoingdiscovery of any fact or circumstance that, (i) or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Mergers set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 6.13 5.10 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit or otherwise affect the remedies available hereunder to the Party party receiving such notice and (ii) the notice; provided further, that failure to comply with this Section 6.13 will give prompt notice pursuant to clause (c) shall not constitute the a failure of any a condition to the Mergers set forth in Article VII or Annex I VI except to be satisfied unless the extent that the underlying event fact or circumstance not so notified would independently result in the failure of standing alone constitute such a such condition to be so satisfiedfailure.

Notification of Certain Matters. (a) The Company shall use reasonable efforts to give prompt notice to Parent, and Parent shall use reasonable efforts to give prompt notice to the Company, of: (a) any notice or other communication received by such party from any Governmental Authority in connection with the Transactions, if the subject matter of such communication would reasonably be expected to be material to the Company, the Surviving Corporation or Parent; (ib) any investigation or legal, administrative, arbitral or other proceeding relating to the Transactions, to such party’s Knowledge, commenced or threatened against such party or any of its Subsidiaries; (c) the occurrencediscovery of any fact or circumstance that, or the occurrence or non-occurrence, occurrence of any event which could the occurrence or non-occurrence of which, would cause or would reasonably be expected to cause any of their respective representations representation or warranties warranty made by such party contained in this Agreement Agreement: (i) that is qualified as to become untrue materiality or inaccurate in any material respect Material Adverse Effect to be untrue; and (ii) that is not so qualified to be untrue in any material respect; and (d) any material failure of the Company, Parent or the Purchaser, as the case may be, such party to materially comply with or materially satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parenthereunder; provided, and Parent shall give prompt notice to the Companyhowever, of (i) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and (ii) any Action commenced or, to its Knowledge, threatened in writing, relating to or involving or otherwise affecting it or any of its Subsidiaries which relates to the consummation of the transactions contemplated by this Agreement. (c) Notwithstanding the foregoing, (i) the delivery of any notice pursuant to this Section 6.13 5.7 shall not (nor shall any information provided pursuant to Section 5.6)): (A) be considered in determining whether any representation or warranty is true for purposes of Article 6 or Article 7; (B) cure any breach or non-compliance with any other provision of this Agreement; or (C) limit or otherwise affect the remedies available hereunder to the Party party receiving such notice and (ii) notice; provided, further, that the failure to comply with deliver any notice pursuant to this Section 6.13 will 5.7 shall not constitute be considered in determining whether the failure of any condition set forth in Section 6.2(b) or Section 6.3(b) has been satisfied or the related termination right in Article VII or Annex I to be satisfied unless the underlying event would independently result in the failure of a such condition to be so satisfied7 is available.

Notification of Certain Matters. (a) The Parent and the Company shall give prompt notice each use reasonable best efforts to Parent, and Parent shall give prompt notice to the Company, other Party if any of the following occur after the date hereof: (ia) the occurrence, or non-occurrence, receipt of any event which written notice from any third Person alleging that the Consent of such third Person is or may be required to consummate the Merger or otherwise in connection with the transactions contemplated hereby if the failure to obtain such Consent could (in the good faith determination of such Party) reasonably be expected to cause any of their respective representations (i) prevent, impair, or warranties contained in this Agreement to become untrue materially delay the Closing or inaccurate in any material respect and (ii) any failure of be material to Parent, the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement.Surviving Corporation; (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, receipt of (i) any notice or other communication from any Governmental Entity Authority (except for any notice or communication contemplated by Section 6.8), NYSE or NASDAQ in connection with the Merger or the other transactions contemplated by this Agreement hereby; or (c) the occurrence of an event that would reasonably be expected to (i) prevent or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and (ii) any Action commenced or, to its Knowledge, threatened in writing, relating to or involving or otherwise affecting it or any of its Subsidiaries which relates to materially delay the consummation of the transactions contemplated by this Agreement. Closing or (cii) Notwithstanding result in the foregoingfailure of any condition in Article VII to be satisfied; provided, (i) however, that the delivery of any notice pursuant to under this Section 6.13 6.6 shall not limit or otherwise affect the Parties’ respective rights and remedies available hereunder to hereunder, and no information delivered under this Section 6.6 shall, or shall be deemed to, update any section of any Disclosure Schedule or otherwise qualify or modify any of the Party receiving such notice Parties’ respective representations and (ii) the warranties hereunder; provided, further, that any Party’s breach of, or failure to perform or comply with its obligations under, this Section 6.13 will 6.6 shall not constitute the be considered a breach of, or a failure to perform or comply with, a covenant or agreement hereunder for purposes of any condition set forth Section 7.2(b) or Section 7.3(b), as applicable, if such breach or failure was not in Article VII or Annex I bad faith or, with respect to be satisfied unless Section 6.6(c)(ii) only, the underlying fact or event would not independently result in the failure of a such condition set forth in Article VII to be so satisfied.

Notification of Certain Matters. (a) The Company shall give prompt notice (provided that no delay shall be deemed a breach of this Section 5.6 unless Parent is actually harmed) to Parent, and Parent shall give prompt notice to the Company, of of: (ia) the occurrence, occurrence or non-occurrence, occurrence of any event event, the occurrence or non-occurrence of which could reasonably be expected is likely to cause any representation or warranty of their respective representations or warranties contained the Company set forth in this Agreement to become be untrue or inaccurate in any material respect at or prior to the Effective Time, and (iib) any failure of the Company, Parent or the Purchaser, as the case may be, Company to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parenthereunder; provided, and Parent shall give prompt notice to the Companyhowever, of (i) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and (ii) any Action commenced or, to its Knowledge, threatened in writing, relating to or involving or otherwise affecting it or any of its Subsidiaries which relates to the consummation of the transactions contemplated by this Agreement. (c) Notwithstanding the foregoing, (i) the delivery of any notice pursuant to this Section 6.13 5.6 shall not (i) limit or otherwise affect the any remedies available hereunder to the Party party receiving such notice and notice, or (ii) constitute an acknowledgment or admission of a breach of this Agreement; and provided, further that the failure to comply with deliver a notice pursuant to this Section 6.13 will 5.6 shall not constitute be considered in determining whether the failure of any condition set forth in Article VII Section 1.2(b)(ii)(A) or Annex I Section 1.2(b)(ii)(B) has been satisfied. No disclosure by the Company pursuant to this Section 5.6 shall affect or be satisfied unless the underlying event would independently result deemed to modify, amend or supplement any representation or warranty set forth herein or in the failure Disclosure Schedule or the conditions to the obligations of a such condition the parties to be so satisfiedconsummate the Merger in accordance with the terms and provisions hereof, restrict, impair or otherwise affect any Indemnified Parties’ right to indemnification hereunder or otherwise prevent or cure any misrepresentations, breach of warranty or breach of covenant.

Notification of Certain Matters. (a) The Company Liberty and SplitCo shall give prompt notice to ParentSiriusXM, and Parent SiriusXM shall give prompt notice to the Company, of (i) the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect Liberty and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the CompanySplitCo, of (i) any notice or other communication received by such party from any Governmental Entity Authority in connection with the transactions contemplated by this Agreement Transactions or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement Transactions, if the subject matter of such communication or the failure of such party to obtain such consent would reasonably be expected to be material to Liberty (solely with respect to the SplitCo Business, SplitCo and SplitCo’s Subsidiaries, the Liberty Owned SiriusXM Shares or the Transactions), SplitCo, or SiriusXM, (ii) any Action Actions commenced or, to its such party’s Knowledge, threatened in writingagainst, relating to or involving or otherwise affecting it such party or any of its Subsidiaries which relates relate to the consummation of the transactions contemplated by this Agreement. (c) Notwithstanding the foregoingTransactions, (iiii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause any representation or warranty made by such party contained in this Agreement to be breached, which breach would give rise to the failure of a condition set forth in Section 7.2(a) or Section 7.3(a), and (iv) any material failure of such party to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder which failure would give rise to the failure of a condition set forth in Section 7.2(b), Section 7.2(c) or Section 7.3(b); provided, however, that the delivery of any notice pursuant to this Section 6.13 6.9 shall not (x) cure any breach of, or non-compliance with, any other provision of this Agreement or (y) limit or otherwise affect the remedies available hereunder to the Party party receiving such notice and (ii) the failure to comply with this Section 6.13 will not constitute the failure 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 a such condition to be so satisfiednotice.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated by this Agreement 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 Agreement and hereby, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, (iib) any Action Legal Proceedings commenced or, to its such party’s Knowledge, threatened in writingagainst, relating to or involving or otherwise affecting it such party or any of its Subsidiaries subsidiaries which relates relate to the consummation of Merger or the other transactions contemplated by this Agreement. hereby, or (c) Notwithstanding the foregoingdiscovery of any fact or circumstance that, (i) or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would reasonably be expected to cause or result in any of the conditions to the Merger set forth in ARTICLE VII not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 6.13 6.10 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement, (ii) be deemed to amend or supplement the Company Disclosure Schedule, or (iii) limit or otherwise affect the remedies available hereunder to the Party party receiving such notice or the representations, warranties, covenants or agreements of the parties, or the conditions to the obligations of the parties hereto. The parties agree and (ii) acknowledge that the Company’s compliance or failure to comply of compliance with this Section 6.13 will 6.10 shall not constitute be taken into account for purposes of determining whether the failure of any condition set forth referred to in Article VII or Annex I to be satisfied unless the underlying event would independently result in the failure of a such condition to be so Section 7.2(b) shall have been satisfied.

Notification of Certain Matters. (a) The From and after the date of this Agreement until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 7.1, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, promptly notify each other of (i) the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) any notice or other communication received by such party or their respective Non-Profit VOAs or Non-Profit VCAs from any Governmental Entity in connection with the Merger or the other transactions contemplated by this Agreement 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 Agreement and hereby, if the subject matter of such communication could be material to the Company, the Surviving Company or Parent, (iib) any Action commenced or, to its Knowledgesuch party’s knowledge, threatened in writingagainst, relating to or involving or otherwise affecting it such party or any of its Subsidiaries which relates to the consummation of Merger or the other transactions contemplated by this Agreement. hereby or (c) Notwithstanding the foregoingdiscovery of any fact or circumstance that, (i) or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed; provided, however, that the delivery of any notice pursuant to this Section 6.13 5.11 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit or otherwise affect the remedies available hereunder to the Party party receiving such notice and (ii) the notice; provided further, that failure to comply with this Section 6.13 will give prompt notice pursuant to clause (c) shall not constitute the a failure of any a condition to the Merger set forth in Article VII or Annex I VI except to be satisfied unless the extent that the underlying event fact or circumstance not so notified would independently result in the failure of standing alone constitute such a such condition to be so satisfiedfailure.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) any notice or other written communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated by this Agreement hereby or 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 and hereby, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, (iib) any Action actions, suits, claims, investigations or proceedings commenced or, to its Knowledgesuch party’s knowledge, threatened in writingagainst, relating to or involving or otherwise affecting it such party or any of its Subsidiaries subsidiaries which relates relate to the consummation of Merger or the other transactions contemplated by this Agreement. hereby, (c) Notwithstanding the foregoingdiscovery of any fact or circumstance that, (i) or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Merger set forth in Article VII not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 6.13 6.10 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit or otherwise affect the remedies available hereunder to the Party party receiving such notice notice. The parties agree and acknowledge that (ii1) the Company’s compliance or failure to comply of compliance with this Section 6.13 will 6.10 shall not constitute be taken into account for purposes of determining whether the failure of any condition set forth in Article VII Section 7.2(b) shall have been satisfied or, in and of itself, give rise to any right of termination under Section 8.4(b) and (2) Parent’s compliance or Annex I to be satisfied unless the underlying event would independently result in the failure of a such compliance with this Section 6.10 shall not be taken into account for purposes of determining whether the condition set forth in Section 7.3(b) shall have been satisfied or, in and of itself, give rise to be so satisfiedany right of termination under Section 8.3(b).

Notification of Certain Matters. Subject to applicable Law, the Partnership and Kick shall promptly notify each other of (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any written notice or other written communication received by any Burro Party or Kick Party from any Governmental Entity in connection with the Mergers or the other transactions contemplated by this Agreement hereby or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and hereby, (iib) any other notice or communication from any Governmental Entity in connection with the transactions contemplated hereby, (c) any Action commenced or, to its Knowledgesuch Party’s knowledge, threatened in writingagainst, relating to or involving or otherwise affecting it such Party or any of its Subsidiaries which relates relate to the consummation of the transactions contemplated by this Agreement. hereby or (cd) Notwithstanding the foregoingany change, condition or event (i) the delivery that renders or would reasonably be expected to render any representation or warranty of such Party set forth in this Agreement to be untrue or inaccurate in any notice pursuant to this Section 6.13 shall not limit material respect or otherwise affect the remedies available hereunder to the Party receiving such notice and (ii) the that results or would reasonably be expected to result in any failure of such party to comply with or satisfy in any material respect any covenant, condition or agreement (including any condition set forth in Article VI) to be complied with or satisfied hereunder; provided, however, that failure to comply with this Section 6.13 will 5.7 shall not constitute the failure in and of any condition set forth in Article VII or Annex I to be satisfied unless the underlying event would independently itself result in the failure of a such condition to be so satisfiedsatisfied of any of the conditions to the Closing in Article VI, or give rise to any right to terminate this Agreement under Article VII if the underlying fact, circumstance or event would not in and of itself give rise to such failure or right.

Notification of Certain Matters. (a) The Company shall give prompt notice to ParentDuring the Pre-Closing Period, and Parent shall give prompt notice to the Company, of (i) the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure each of the Company, Parent on the one hand, and Parent, on the other hand, shall promptly notify the other (and, if in writing, furnish copies of) if any of the following occurs: (a) any notice or other communication is received from any Person alleging that the Purchaser, as consent of such Person is or may be required in connection with any of the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied transactions contemplated by it under this Agreement. , (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and Agreement, (iic) any Action commenced or, to its Knowledge, threatened in writing, relating to against or involving or otherwise affecting it such party or its Subsidiaries is commenced, or, to the knowledge of such party, threatened against such party or, to the knowledge of such party, any director, officer or Key Employee of such party, (d) such party becomes aware of any inaccuracy in any representation or warranty made by such party in this Agreement or (e) the failure of such party to comply with any covenant or obligation of such party; in each case that could reasonably be expected to make the timely satisfaction of any of its Subsidiaries which relates the conditions set forth in ARTICLE VII, as applicable, impossible or materially less likely. No such notice shall be deemed to supplement or amend the consummation Company Disclosure Letter or the Parent Disclosure Letter for the purpose of (x) determining the accuracy of any of the transactions contemplated representations and warranties made by the Company or the Parent, as applicable, in this Agreement. Agreement or (cy) Notwithstanding the foregoing, (i) the delivery of determining whether any condition set forth in ARTICLE VII has been satisfied. Any failure by either party to provide notice pursuant to this Section 6.13 6.5 shall not limit be deemed to be a breach for purposes of Section 7.2(b) or otherwise affect the remedies available hereunder Section 7.3(b), as applicable, unless such failure to the Party receiving provide such notice was knowing and (ii) the failure to comply with this Section 6.13 will not constitute the failure 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 a such condition to be so satisfiedintentional.

Notification of Certain Matters. (a) The From the date of this Merger Agreement until the earlier of the Appointment Date or the termination of this Merger Agreement, the Company shall give prompt notice to Parent, Parent and Purchaser and Parent and Purchaser shall give prompt notice to the Company, upon becoming aware thereof, of (ia) the occurrence, occurrence or non-occurrence of any event whose occurrence or non-occurrence, of any event which could as the case may be, would reasonably be expected likely (i) to cause any of their respective representations representation or warranties warranty contained in this Agreement to become be untrue or inaccurate as if made as of any time prior to the Control Time (except to the extent it refers to a specific date, as of the date thereof) such that the condition set forth in any material respect and paragraph (c) of Annex 1 would not be satisfied, or (ii) cause any other condition set forth in Annex I to fail to be satisfied at any time prior to the Control Time, or (b) any failure of the Company, Parent or the Purchaser, as the case may be, or any officer, director, employee or agent thereof, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging hereunder such that the consent of such Person is or may be required condition set forth in connection with the transactions contemplated by this Agreement and (ii) any Action commenced or, to its Knowledge, threatened in writing, relating to or involving or otherwise affecting it or any of its Subsidiaries which relates to the consummation of the transactions contemplated by this Agreement. paragraph (c) Notwithstanding the foregoingof Annex 1 would not be satisfied,; provided, (i) however, that the delivery of any notice pursuant to this Section 6.13 6.1 shall not limit or otherwise affect the remedies available hereunder to the Party party receiving such notice and (ii) or the failure representations or warranties of the parties, or the conditions to comply with this the obligations of the parties hereto. Section 6.13 will not constitute the failure 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 a such condition to be so satisfied.6.2

Notification of Certain Matters. (a) The Company shall give prompt notice to ParentParent and Purchaser, and Parent and Purchaser shall give prompt notice to the Company, of (i) the occurrence, occurrence or non-occurrence, nonoccurrence of any event the occurrence or nonoccurrence of which could reasonably would be expected likely to cause any of their respective representations representation or warranties warranty contained in this Agreement Agreement, which is qualified as to become materiality, to be untrue or inaccurate, or any representation or warranty not so qualified, to be untrue or inaccurate in any material respect and at or prior to the closing of the Offer, (ii) any material failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. hereunder, (biii) The Company shall give prompt any notice to Parentof, and Parent shall give prompt or other communication relating to, a default or event which, with notice or lapse of time or both, would become a default, received by it or any of its subsidiaries subsequent to the Companydate of this Agreement and prior to the Effective Time under any contract or agreement to which it or any of its subsidiaries is a party or is subject material to the financial condition, business or results of operations of it and its subsidiaries, taken as a whole, (iiv) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person third party alleging that the consent of such Person third party is or may be required in connection with the transactions contemplated by this Agreement and Agreement, or (iiv) any Action commenced orMaterial Adverse Effect with respect to such party; provided, to its Knowledgehowever, threatened in writing, relating to or involving or otherwise affecting it or any of its Subsidiaries which relates to the consummation of the transactions contemplated by this Agreement. (c) Notwithstanding the foregoing, (i) that the delivery of any notice pursuant to this Section 6.13 6.07 shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the Party party receiving such notice and (ii) the failure to comply with this Section 6.13 will not constitute the failure 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 a such condition to be so satisfiednotice.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any notice or other communication received by such party from any Governmental Entity Authority in connection with the transactions contemplated by this Agreement Transactions or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and Transactions, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, (ii) any Action actions, suits, claims, investigations or proceedings commenced or, to its such party’s Knowledge, threatened in writingagainst, relating to or involving or otherwise affecting it such party or any of its Subsidiaries which relates relate to the consummation of the transactions contemplated by this Agreement. (c) Notwithstanding the foregoingTransactions, (iiii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause any representation or warranty made by such party contained in this Agreement to be untrue such that the conditions set forth in Section 6.2(a) or 6.3(a) would not be satisfied and (iv) 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 conditions set forth in Section 6.2(b) or 6.3(b) would not be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.13 5.7 shall not (x) be considered an admission that any representation or warranty is untrue for purposes of Article VI or Article VII, (y) cure any breach or non-compliance with any other provision of this Agreement or (z) limit or otherwise affect the remedies available hereunder to the Party party receiving such notice and (ii) notice; provided, further, that the failure to comply with deliver any notice pursuant to this Section 6.13 will 5.7 shall not constitute be considered in determining whether the failure of any condition set forth in Section 6.2(b) or 6.3(b) has been satisfied or the related termination right in Article VII or Annex I is available except to be satisfied unless the underlying event would independently result in the extent that a party hereto is actually prejudiced by such failure of a such condition to be so satisfiedgive notice.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, Parent and Merger Sub and Parent and Merger Sub shall give prompt notice to the Company, Company of (i) the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (iia) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any written notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement or received from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and Transactions, (iib) any Action notice from any Governmental Authority in connection with the Transactions, (c) any Actions or claims commenced or, to its Knowledgesuch party’s knowledge, threatened in writingagainst, relating to or involving or otherwise affecting it such party or any of its Subsidiaries which relates that relate to the consummation of the transactions contemplated by this Agreement. (c) Notwithstanding the foregoingTransactions, (id) the discovery of any fact or circumstance, or the occurrence or non-occurrence of any event, that would cause any representation or warranty made by such party contained in this Agreement to be, with respect to the Company, untrue or inaccurate such that the condition set forth in Section 8.02 would not be satisfied, and with respect to Parent and Merger Sub, untrue or inaccurate in any material respect, and (e) any material failure of such party to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 6.13 7.11 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit or otherwise affect the remedies available hereunder to the Party party receiving such notice notice; and (ii) the provided, further, that a failure to comply with this Section 6.13 7.11 prior to the Closing Date in and of itself will not constitute the failure of any the condition set forth in Article VII or Annex I to Closing to be satisfied unless (i) such failure materially prejudices another party’s ability to exercise its rights or remedies hereunder prior to the Closing or (ii) the underlying event would independently result in the failure of a such the applicable condition to Closing to be so satisfied.

Notification of Certain Matters. (a) The Subject to applicable Law, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) the occurrence, occurrence or non-occurrence of any event whose occurrence or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, would reasonably be expected to materially comply with or materially satisfy any covenantcause, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to in the case of the Company, any condition set forth in Section 6.2 not to be satisfied, or in the case of Parent, any condition set forth in Section 6.3 not to be satisfied, at any time from the date of this Agreement to the Effective Time; (ib) any notice or other communication received by such party from any Governmental Entity Authority in connection with this Agreement, the Merger or the other transactions contemplated by this Agreement Agreement, 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 Agreement and (iic) any Action claims, investigations or Proceedings commenced or, to its such party’s Knowledge, threatened in writingagainst, relating to or involving or otherwise affecting it such party or any of its Subsidiaries which relates that relate to this Agreement, the consummation of Merger or the other transactions contemplated by this Agreement. (c) . Notwithstanding anything in this Agreement to the foregoingcontrary, (i) no such notification shall affect the representations, warranties, covenants or agreements of the parties hereto or the conditions to the obligations of the parties hereunder and (ii) failure by a party hereto to comply with the obligations set forth in this Section 5.9 shall not result in the failure of the condition set forth in Section 6.2(b) (with respect to any non-compliance by the Company) or Section 6.3(b) (with respect to any non-compliance by Parent or Merger Sub); provided, however, that the delivery of any notice pursuant to this Section 6.13 5.9 shall not cure any breach of, or noncompliance with, any other provision of this Agreement or limit or otherwise affect the remedies available hereunder to the Party party receiving such notice and (ii) the failure to comply with this Section 6.13 will not constitute the failure 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 a such condition to be so satisfiednotice.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, promptly notify each other of (i) the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated by this Agreement 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 Agreement and hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (iib) any Action commenced or, to its Knowledgesuch party’s knowledge, threatened in writingagainst, relating to or involving or otherwise affecting it such party or any of its Subsidiaries which relates relate to the consummation of Merger or the other transactions contemplated by this Agreement. hereby, or (c) Notwithstanding the foregoingdiscovery of any fact or circumstance that, (i) or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 6.13 5.9 shall not (i) cure any breach of, or noncompliance with, any other provision of this Agreement, or (ii) limit or otherwise affect the remedies available hereunder to the Party party receiving such notice and (ii) the notice; provided further, that failure to comply with this Section 6.13 will give prompt notice pursuant to clause (c) shall not constitute the a failure of any a condition to the Merger set forth in Article VII or Annex I VI except to be satisfied unless the extent that the underlying event would independently result in fact or circumstance not so notified would, standing alone, constitute such a failure. The parties agree and acknowledge that the Company’s compliance or failure of a such compliance with this Section 5.9 shall not be taken into account for purposes of determining whether the condition referred to be so in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. Each of the Company and Merger Sub shall promptly notify the other in writing of: (a) The Company shall give prompt any notice to Parent, and Parent shall give prompt notice to or other communication from any person alleging that the Company, consent of (i) such person is or may be required in connection with the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement.Transactions; (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any notice or other communication from any Governmental Entity Authority in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and Transactions; (iic) any Action Actions commenced or, to its Knowledgethe knowledge of the Company or the knowledge of Merger Sub, threatened in writing, relating to or involving or otherwise affecting it against the Company or any of its Subsidiaries which relates to or Merger Sub, as the consummation case may be, that, if pending on the date of the transactions contemplated by this Agreement., would have been required to have been disclosed by such party pursuant to any of such party’s representations and warranties contained herein, or that relate to such party’s ability to consummate the Transactions; and (cd) Notwithstanding a breach of any representation or warranty or failure to perform any covenant or agreement set forth in this Agreement on the foregoingpart of such party having occurred that would cause the conditions set forth in Section 7.01, (i) Section 7.02 or Section 7.03 not to be satisfied; together, in each case, with a copy of any such notice, communication or Action; provided that the delivery of any notice pursuant to this Section 6.13 6.06 shall not limit or otherwise affect the remedies available hereunder to the Party party receiving such notice and (ii) the notice; provided further, that failure to comply with this give prompt notice pursuant to Section 6.13 will 6.06(d) shall not constitute the a failure of any a condition to the Merger set forth in Article VII or Annex I except to be satisfied unless the extent that the underlying event would independently result in the failure breach of a representation or warranty or failure to perform any covenant or agreement not so notified would, standing alone, constitute such condition to be so satisfieda failure.

Notification of Certain Matters. (a) The Company shall give prompt notice to ParentBuyer, and Parent Buyer shall give prompt notice to the Company, of (i) the occurrence, occurrence or non-occurrence, occurrence of any event the occurrence or non-occurrence of which could reasonably would be expected likely to cause any of their respective representations representation or warranties warranty contained in this Agreement to become be materially untrue or inaccurate such that the conditions to closing set forth in any material respect Section 7.2(a) and 7.3(a), as the case may be, shall not be met, and (ii) any failure of the Company, Parent Buyer or the PurchaserMerger Sub, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging hereunder such that the consent of such Person is or conditions to closing set forth in Section 7.2(b) and 7.3(b), as the case may be, shall not be required in connection with the transactions contemplated by this Agreement and (ii) any Action commenced ormet; provided, to its Knowledgehowever, threatened in writing, relating to or involving or otherwise affecting it or any of its Subsidiaries which relates to the consummation of the transactions contemplated by this Agreement. (c) Notwithstanding the foregoing, (i) that the delivery of any notice pursuant to this Section 6.13 6.5 shall not limit or otherwise affect the remedies available hereunder to the Party party receiving such notice; and further provided that failure to give such notice and (iishall not be treated as a breach of covenant for the purposes of Section 7.2(b) or 7.3(b) unless the failure to comply with give such notice results in material prejudice to the other party. No disclosure by any party pursuant to this Section 6.13 will not constitute 6.5, however, shall be deemed to amend or supplement the failure of any condition disclosures set forth in Article VII on Company’s Disclosure Letter or Annex I to be satisfied unless the underlying event would independently result in the failure prevent or cure any misrepresentation, breach of a such condition to be so satisfiedwarranty or breach of covenant.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any notice or other communication received by such party from any Governmental Entity in connection with the Offer, the Merger or the other transactions contemplated by this Agreement hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Offer, the Merger or the other transactions contemplated by this Agreement and hereby, if the subject matter of such communication or the failure of such party to obtain such consent would reasonably be expected to be material to the Company, the Surviving Corporation or Parent, (ii) any Action actions, suits, claims, investigations or proceedings commenced or, to its Knowledgesuch party’s knowledge, threatened in writingagainst, relating to or involving or otherwise affecting it such party or any of its Subsidiaries which relates relate to the consummation Offer, the Merger or the other transactions contemplated hereby, (iii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result, or would reasonably be expected to cause or result, in any of the transactions contemplated by this Agreement. (c) Notwithstanding conditions to the foregoingOffer or the Merger set forth in Annex A or Article VII not being satisfied or satisfaction of those conditions being materially delayed; provided, (i) however, that the delivery of any notice pursuant to this Section 6.13 6.10 shall not (x) cure any breach of, or non-compliance with, any other provision of this Agreement or (y) limit or otherwise affect the remedies available hereunder to the Party party receiving such notice and (ii) notice; and, provided, further, that the failure to comply with this Section 6.13 will give prompt notice hereunder pursuant to clause (iii) shall not constitute the a failure of any a condition set forth in Annex A or Article VII or Annex I except to be satisfied unless the extent that the underlying event fact or circumstance not so notified would independently result in the failure of constitute such a such condition to be so satisfiedfailure.

Notification of Certain Matters. Until the earlier of the Closing or the termination of this Agreement pursuant to Section 8.1, each party hereto shall promptly notify the other party in writing of any fact, change, condition, circumstance or occurrence or nonoccurrence of any event of which it is aware that will or is reasonably likely to result in any of the conditions set forth in Section 6 or 7 of this Agreement becoming incapable of being satisfied. In furtherance of the foregoing, ParentCo (aon behalf of the Sellers) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, Purchaser of (i) the occurrence, occurrence or non-occurrence, nonoccurrence of any event which could reasonably be expected to that would cause either (A) any representation or warranty of their respective representations or warranties the Sellers contained in this Agreement to become be untrue or inaccurate in any material respect and at any time after the date hereof, or (B) directly or indirectly, any material adverse effect on the Business, (ii) any material failure of the Company, Parent or the Purchaser, as the case may be, Sellers to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. them hereunder, or (biii) The Company shall give prompt notice to Parentthe termination of employment of any senior manager or the termination of employment or furlough of any material number of employees, and Parent shall give prompt notice in each case, to the Company, of (i) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and (ii) any Action commenced or, to its Knowledge, threatened in writing, relating to or involving or otherwise affecting it or any of its Subsidiaries which relates extent exclusively related to the consummation of the transactions contemplated by this Agreement. (c) Business. Notwithstanding the foregoing, (i) the delivery of any notice pursuant to this Section 6.13 5.11 shall not (x) be deemed to amend or supplement any Schedule to this Agreement, (y) be deemed to cure any breach of any representation, warranty covenant or agreement or to satisfy any condition, or (z) limit or otherwise affect the remedies available hereunder to the Party party receiving such notice and (ii) the failure to comply with this Section 6.13 will not constitute the failure 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 a such condition to be so satisfiednotice.

Notification of Certain Matters. Prior to the Effective Time, the Parent (aon behalf of itself and the Transitory Subsidiary) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) and the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to the Parent, and Parent shall give prompt notice to the Company, of of: (ia) any material notice or other material written communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated by this Agreement 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 Agreement and hereby under any material contract or permit, (iib) any Action suit, action, proceeding, arbitration or investigation commenced or, to its such party’s knowledge (which, in the case of the Company, shall have the same meaning as Company’s Knowledge), threatened in writing, relating to or involving or otherwise affecting it writing against such party or any of its Subsidiaries which relates relate to the consummation of Merger or the other transactions contemplated by this Agreement. hereby or (c) Notwithstanding the foregoingdiscovery of any fact or circumstance that, (i) or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, is reasonably likely to cause or result in any of the conditions to the other party’s obligation to consummate the Merger set forth in Article VII not being satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.13 6.7 shall not limit (i) cure any breach of, or otherwise affect the remedies available hereunder to the Party receiving such notice and non-compliance with, any other provision of this Agreement or (ii) limit any remedies available to the party receiving such notice. The parties hereto agree that the Company’s compliance or failure to comply with this Section 6.13 will 6.7 shall not constitute be taken into account for purposes of determining whether the failure of any condition set forth referred to in Article VII or Annex I to be satisfied unless the underlying event would independently result in the failure of a such condition to be so Section 7.3(b) has been satisfied.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any person alleging that the consent of such person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, (b) any 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 that relate to the Merger or the other transactions contemplated hereby, (c) the occurrencediscovery of any fact or circumstance that, or the occurrence or non-occurrence, occurrence of any event which could the occurrence or non-occurrence of which, would reasonably be expected to cause any of their respective representations representation or warranties warranty made by such party contained in this Agreement (A) that is qualified as to become materiality or Company Material Adverse Effect or Parent Material Adverse Effect, as applicable, to be untrue or inaccurate and (B) that is not so qualified to be untrue in any material respect respect, or would reasonably be expected 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 in violation of any provision of this Agreement and (iid) any material failure of the Company, Parent or the Purchaser, as the case may be, such party to materially comply with or materially satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parenthereunder; provided, and Parent shall give prompt notice to the Companyhowever, of (i) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and (ii) any Action commenced or, to its Knowledge, threatened in writing, relating to or involving or otherwise affecting it or any of its Subsidiaries which relates to the consummation of the transactions contemplated by this Agreement. (c) Notwithstanding the foregoing, (i) the delivery of any notice pursuant to this Section 6.13 5.12 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit or otherwise affect the remedies available hereunder to the Party party receiving such notice and (ii) the failure to comply with this Section 6.13 will not constitute the failure 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 a such condition to be so satisfiednotice.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall use its reasonable best efforts to give prompt notice to the Company, of and the Company shall use its reasonable best efforts to give prompt notice to Parent, of: (i) the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which could it has Knowledge and which would be reasonably be expected likely to cause (x) any representation or warranty of their respective representations or warranties the notifying party contained in this Agreement to become be untrue or inaccurate in any material respect and or (y) any covenant, condition or agreement of the notifying party contained in this Agreement not to be complied with or satisfied in all material respects, (ii) any material failure of the Company, Parent or the Purchaser, as the case may be, notifying party to materially comply in a timely manner with or materially satisfy any material covenant, condition or agreement to be complied with or satisfied by it under this Agreement. hereunder or (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (iiii) any notice change, event or other communication from any Governmental Entity effect which would, individually or in connection with the transactions contemplated by this Agreement or from any Person alleging aggregate, have a Material Adverse Effect on the notifying party; provided, however, that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and (ii) any Action commenced or, to its Knowledge, threatened in writing, relating to or involving or otherwise affecting it or any of its Subsidiaries which relates to the consummation of the transactions contemplated by this Agreement. (c) Notwithstanding the foregoing, (i) the delivery of any notice pursuant to this Section 6.13 5.12 shall not limit or otherwise affect the remedies available hereunder to the Party party receiving such notice notice; and (ii) the provided, further, that a failure to comply with this Section 6.13 will 5.12 shall not constitute cause the failure of any condition set forth in Article VII or Annex I VI to be satisfied unless the underlying event untruth, inaccuracy, noncompliance, failure or Material Adverse Effect would independently result in the failure of a such condition set forth in Article VI to be so satisfied.

Notification of Certain Matters. (a) The Company shall give prompt notice to Ultimate Parent and Parent, and Ultimate Parent and Parent shall give prompt notice to the Company, of (i) the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) any notice or other communication received by such Party from any Governmental Entity in connection with the Merger or the other transactions contemplated by this Agreement hereby or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement Merger, if the subject matter of such communication or the failure of such Party to obtain such consent would reasonably be expected to be material to the Company, the Surviving Corporation, Ultimate Parent or Parent and (iib) any Action actions, suits, claims or proceedings commenced or, to its Knowledgesuch Party's knowledge, threatened in writingagainst, relating to or involving or otherwise affecting it such Party or any of its Subsidiaries subsidiaries which relates relate to the consummation of Merger or the other transactions contemplated by this Agreement. (c) Notwithstanding the foregoing, (i) hereby; provided that neither the delivery of any notice pursuant to this Section 6.13 7.5 nor the access to any information pursuant to Section 7.6 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit or otherwise affect the remedies available hereunder to the Party receiving such notice notice. The Parties agree and (ii) acknowledge that the Company's, on the one hand, and Ultimate Parent's or Parent's on the other hand, compliance or failure to comply of compliance with this Section 6.13 will 7.5 shall not constitute be taken into account for purposes of determining whether the failure of any condition set forth referred to in Article VII Section 8.2(b) or Annex I Section 8.3(b), respectively, shall have been satisfied with respect to be satisfied unless the underlying event would independently result performance in the failure of a such condition to be so satisfiedall material respects with this Section 7.5.

Notification of Certain Matters. (a) The Company shall give prompt ------------------------------- notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence, occurrence or non-occurrence, nonoccurrence of any event the occurrence or nonoccurrence of which could is reasonably be expected likely to cause any representation or warranty of their respective representations or warranties such party contained in this Agreement to become be materially untrue or inaccurate in any material respect and inaccurate, (ii) any failure of the Company, Parent Company or the PurchaserParent, as the case may be, materially to materially comply with or satisfy, or the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which is reasonably likely to cause the failure by such party materially to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. hereunder; (biii) The the Company shall give prompt notice to obtaining knowledge of a material breach by Parent, and or Parent shall give prompt notice to obtaining knowledge of a material breach by the Company, of their respective representations, warranties, or covenants hereunder of which the breaching party has not already given notice pursuant to clauses (i) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and (ii); or (iv) the occurrence of any Action commenced or, other event which would be reasonably likely (A) to its Knowledge, threatened have a Material Adverse Effect on the Company or (B) to cause any condition set forth in writing, relating Annex A hereto to or involving or otherwise affecting it or be unsatisfied in ------- any of its Subsidiaries which relates material respect at any time prior to the consummation of the transactions contemplated by this Agreement. (c) Notwithstanding the foregoingOffer; provided, (i) however, that the delivery of any notice pursuant to this Section 6.13 5.7 -------- ------- shall not limit or otherwise affect the remedies available hereunder to the Party party receiving such notice and (ii) the failure to comply with this Section 6.13 will not constitute the failure 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 a such condition to be so satisfiednotice.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated by this Agreement hereby or 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 and hereby, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent; (ii) any Action actions, suits, claims, investigations or proceedings commenced or, to its Knowledgesuch party’s knowledge, threatened in writingagainst, relating to or involving or otherwise affecting it such party or any of its Subsidiaries which relates relate to the consummation Merger or the other transactions contemplated hereby; (iii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the transactions contemplated by conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement. (c) Notwithstanding the foregoing; provided, (i) however, that the delivery of any notice pursuant to this Section 6.13 5.10 shall not (x) cure any breach of, or non-compliance with, any other provision of this Agreement or (y) limit or otherwise affect the remedies available hereunder to the Party party receiving such notice and (ii) notice; and, provided, further, that the failure to comply with this Section 6.13 will give prompt notice hereunder pursuant to clause (iii) shall not constitute the a failure of any a condition to the Merger set forth in Article VII or Annex I VI except to be satisfied unless the extent that the underlying event fact or circumstance not so notified would independently result in the failure of standing alone constitute such a such condition to be so satisfiedfailure.

Notification of Certain Matters. Socrata shall give notice to Tyler and Tyler shall give notice to Socrata, as promptly as reasonably practicable, upon becoming aware of (a) The Company shall give prompt notice to Parentany fact, and Parent shall give prompt notice to the Companychange, of (i) the condition, circumstance, event, occurrence, or non-occurrence, of any event which could occurrence that has caused or is reasonably be expected likely to cause any of their respective representations representation or warranties contained warranty in this Agreement made by it to become be untrue or inaccurate in any material respect at any time after the date of this Agreement and before the Effective Time that would cause the condition set forth in Section 8.2(a) or Section 8.3(a), as applicable, not to be satisfied as of the Closing Date, (iib) any material failure of the Company, Parent or the Purchaser, as the case may be, on its part to materially comply with or materially satisfy any covenant, condition condition, or agreement to be complied with or satisfied by it under this Agreement. , or (bc) The Company shall give prompt notice the institution of or the threat of institution of any Proceeding related to Parent, and Parent shall give prompt notice to the Company, of (i) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required Merger; provided, however, that, except as otherwise provided in connection with the transactions contemplated by this Agreement and (ii) any Action commenced orSection 11.10, to its Knowledge, threatened in writing, relating to or involving or otherwise affecting it or any of its Subsidiaries which relates to the consummation of the transactions contemplated by this Agreement. (c) Notwithstanding the foregoing, (i) the delivery of any notice pursuant to in accordance with this Section 6.13 6.5 shall not limit or otherwise affect the remedies available hereunder under this Agreement to such Party (including the right to seek indemnification in accordance with ARTICLE VII or ARTICLE X and the rights of the Stockholders’ Representative to seek indemnification in accordance with Section 11.13), the representations or warranties of the Parties, or the conditions to the Party receiving such notice and (ii) obligations of the Parties; provided, further, however, that the unintentional failure to comply with give notice under this Section 6.13 6.5 will not constitute the failure of any condition set forth in Article VII or Annex I be deemed to be satisfied unless a breach of covenant under this Section 6.5 and will constitute only a breach of the underlying event would independently result in representation, warranty, condition, or agreement, as the failure of a such condition to be so satisfiedcase may be.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, promptly notify each other of (i) the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated by this Agreement 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 Agreement and hereby, if the subject matter of such communication could be material to the Company, the Surviving Company or Parent, (iib) any Action commenced or, to its Knowledgesuch party’s knowledge, threatened in writingagainst, relating to or involving or otherwise affecting it such party or any of its Subsidiaries which relates relate to the consummation of Merger or the other transactions contemplated by this Agreement. hereby or (c) Notwithstanding the foregoing, (i) the delivery discovery of any notice pursuant to this Section 6.13 shall not limit fact or otherwise affect circumstance that, or the remedies available hereunder occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Party receiving such notice and (ii) the failure to comply with this Section 6.13 will not constitute the failure of any condition Merger set forth in Article VII ‎VI not being satisfied or Annex I satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that failure to be satisfied unless the underlying event would independently result in the give prompt notice pursuant to clause (c) shall not constitute a failure of a such 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. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this ‎Section 5.9, the Company’s compliance or failure of compliance with this ‎Section 5.9 shall not be so taken into account for purposes of determining whether the condition referred to in ‎Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. From and after the date of this Agreement until the Effective Time, the Company shall notify Parent in writing promptly after (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, becoming aware of (i) the occurrence, or non-occurrence, of any event which could that, individually or in the aggregate, would reasonably be expected to cause any condition to the obligations of their respective representations or warranties contained in the Company to effect the Merger and the other transactions contemplated by this Agreement not to become untrue be satisfied, or inaccurate in any material respect and (ii) any the failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it under pursuant to this Agreement. Agreement which, individually or in the aggregate, would reasonably be expected to result in any condition to the obligations of the Company to effect the Merger and the other transactions contemplated by this Agreement not to be satisfied, (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) receiving any notice or other communication from any Governmental Entity Authority in connection with the Merger or other transactions contemplated by this Agreement hereby or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and Merger or (iic) any Action Proceeding is commenced or, to its Knowledgethe Knowledge of the Company, threatened in writingagainst, relating to or involving or otherwise affecting it or any of its Subsidiaries the Company which relates relate to the consummation of the transactions contemplated by this Agreement. (c) Notwithstanding the foregoingMerger; provided, (i) however, that the delivery of any notice pursuant to this Section 6.13 5.06 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or otherwise affect the remedies available hereunder to the Party receiving such notice either party, and (ii) the failure to comply with deliver any such notice shall not affect any of the conditions set forth in Article VII below; and provided further that the delivery of any notice pursuant to this Section 6.13 will 5.06 shall not constitute cause the failure of any condition set forth in Article VII or Annex I below, to be satisfied unless nor shall the underlying event would independently result delivery of any such notice be deemed an admission that any condition in the failure of a such condition to Article VII below, is not or will not be so satisfiedsatisfied or that there has been any Company Material Adverse Effect.

Notification of Certain Matters. (a) The Company shall give prompt notice to Ultimate Parent and Parent, and Ultimate Parent and Parent shall give prompt notice to the Company, of (i) the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) any notice or other communication received by such Party from any Governmental Entity in connection with the Merger or the other transactions contemplated by this Agreement hereby or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement Merger, if the subject matter of such communication or the failure of such Party to obtain such consent would reasonably be expected to be material to the Company, the Surviving Corporation, Ultimate Parent or Parent and (iib) any Action actions, suits, claims or proceedings commenced or, to its Knowledgesuch Party’s knowledge, threatened in writingagainst, relating to or involving or otherwise affecting it such Party or any of its Subsidiaries subsidiaries which relates relate to the consummation of Merger or the other transactions contemplated by this Agreement. (c) Notwithstanding the foregoing, (i) hereby; provided that neither the delivery of any notice pursuant to this Section 6.13 7.5 nor the access to any information pursuant to Section 7.6 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit or otherwise affect the remedies available hereunder to the Party receiving such notice notice. The Parties agree and (ii) acknowledge that the Company’s, on the one hand, and Ultimate Parent’s or Parent’s on the other hand, compliance or failure to comply of compliance with this Section 6.13 will 7.5 shall not constitute be taken into account for purposes of determining whether the failure of any condition set forth referred to in Article VII Section 8.2(b) or Annex I Section 8.3(b), respectively, shall have been satisfied with respect to be satisfied unless the underlying event would independently result performance in the failure of a such condition to be so satisfiedall material respects with this Section 7.5.

Notification of Certain Matters. (a) The Founding Stockholders and the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, QSI of (i) the occurrence, occurrence or non-occurrence, occurrence of any event the occurrence or non-occurrence of which could reasonably would be expected likely to cause any representation or warranty of their respective representations the Company or warranties the Stockholders contained in this Agreement herein to become be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of the Company, Parent any Stockholder or the Purchaser, as the case may be, Company to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. QSI shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of QSI contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of QSI to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) hereunder. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and (ii) any Action commenced or, to its Knowledge, threatened in writing, relating to or involving or otherwise affecting it or any of its Subsidiaries which relates to the consummation of the transactions contemplated by this Agreement. (c) Notwithstanding the foregoing, (i) the delivery of any notice pursuant to this Section 6.13 6.7 that is not accompanied by a proposed amendment or supplement to a schedule pursuant to Section 6.8 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 6.8, (ii) modify the conditions set forth in Sections 7 and 8, or (iii) limit or otherwise affect the remedies available hereunder to the Party party receiving such notice and (ii) the failure to comply with this Section 6.13 will not constitute the failure 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 a such condition to be so satisfiednotice.

Notification of Certain Matters. Subject to applicable Law, each of the Company and Parent shall promptly notify the other in writing of: (a) The Company shall give prompt any notice to Parent, and Parent shall give prompt notice to or other communication from any person alleging that the Company, consent of (i) such person is or may be required in connection with the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement.Transactions; (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any notice or other communication from any Governmental Entity Authority in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and Transactions; (iic) any Action Actions commenced or, to its Knowledgethe knowledge of the Company or the knowledge of Parent, threatened in writing, relating to or involving or otherwise affecting it against the Company or any of its Subsidiaries which relates to or Parent and any of its Subsidiaries, as the consummation case may be, that, if pending on the date of the transactions contemplated by this Agreement., would have been required to have been disclosed by such party pursuant to any of such party’s representations and warranties contained herein, or that relate to such party’s ability to consummate the Transactions; and (cd) Notwithstanding a breach of any representation or warranty or failure to perform any covenant or agreement set forth in this Agreement on the foregoingpart of such party having occurred that would cause the conditions set forth in Section ‎7.01, (i) Section ‎7.02 or Section ‎7.03 not to be satisfied; together, in each case, with a copy of any such notice, communication or Action; provided, that the delivery of any notice pursuant to this Section 6.13 ‎6.06 shall not limit or otherwise affect the remedies available hereunder to the Party party receiving such notice and (ii) the notice; provided further, that failure to comply with this give prompt notice pursuant to Section 6.13 will ‎6.06(d) shall not constitute the a failure of any a condition to the Merger set forth in Article ‎Article VII or Annex I except to be satisfied unless the extent that the underlying event would independently result in the failure breach of a representation or warranty or failure to perform any covenant or agreement not so notified would, standing alone, constitute such condition to be so satisfieda failure.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, promptly notify each other in writing of (i) the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) any notice or other communication received by such party from any Governmental Entity in connection with the Offer, the Merger or the other transactions contemplated by this Agreement hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Offer, the Merger or the other transactions contemplated by this Agreement and hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (iib) any Action commenced or, to its Knowledgesuch party’s knowledge, threatened in writingagainst, relating to or involving or otherwise affecting it such party or any of its Subsidiaries which that relates to the consummation of Offer, the Merger, or the other transactions contemplated by this Agreement. hereby, or (c) Notwithstanding the foregoingdiscovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in (i) any of the conditions to the Merger set forth in Article VII or (ii) the conditions to the Offer set forth in Section 6.23 or Annex I not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 6.13 6.10 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit or otherwise affect the remedies available hereunder to the Party party receiving such notice and (ii) the notice; provided further, that failure to comply with this Section 6.13 will give prompt notice pursuant to clause (c) shall not constitute the a failure of any a condition to the Merger set forth in Article VII or the conditions to the Offer set forth in Annex I and Section 6.23 (so long as such failure was not the result of an intentional or willful breach of this Section 6.10) except to be satisfied unless the extent that the underlying event fact or circumstance not so notified would independently result in the failure of standing alone constitute such a such condition to be so satisfiedfailure.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any notice or other communication received by such party from any Governmental Entity Authority in connection with the transactions contemplated by this Agreement Transactions or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and Transactions, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, (ii) any Action actions, suits, claims, investigations or proceedings commenced or, to its such party's Knowledge, threatened in writingagainst, relating to or involving or otherwise affecting it such party or any of its Subsidiaries which relates relate to the consummation of the transactions contemplated by this Agreement. (c) Notwithstanding the foregoingTransactions, (iiii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause any representation or warranty made by such party contained in this Agreement to be untrue such that the conditions set forth in Section 6.2(a) or 6.3(a) would not be satisfied and (iv) any material failure of such party to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 6.13 5.7 shall not (x) be considered an admission that any representation or warranty is untrue for purposes of Article VI or Article VII, (y) cure any breach or non-compliance with any other provision of this Agreement or (z) limit or otherwise affect the remedies available hereunder to the Party party receiving such notice and (ii) notice; provided, further, that the failure to comply with deliver any notice pursuant to this Section 6.13 will 5.7 shall not constitute be considered in determining whether the failure of any condition set forth in Section 6.2(b) or 6.3(b) has been satisfied or the related termination right in Article VII or Annex I is available except to be satisfied unless the underlying event would independently result in the extent that a party hereto is actually prejudiced by such failure of a such condition to be so satisfiedgive notice.

Notification of Certain Matters. Each of the Company and Holdco shall promptly notify the other in writing of: (a) The Company shall give prompt any notice to Parent, and Parent shall give prompt notice to or other communication from any person alleging that the Company, consent of (i) such person is or may be required in connection with the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement.Transactions; (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any notice or other communication from any Governmental Entity Authority in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and Transactions; (iic) any Action Actions commenced or, to its Knowledgethe knowledge of the Company or the knowledge of Holdco, threatened in writing, relating to or involving or otherwise affecting it against the Company or any of its Subsidiaries which relates to or Holdco and any of its Subsidiaries, as the consummation case may be, that, if pending on the date of the transactions contemplated by this Agreement., would have been required to have been disclosed by such party pursuant to any party’s representations and warranties contained herein, or that relate to such party’s ability to consummate the Transactions; and (cd) Notwithstanding if a breach of any representation or warranty or failure to perform any covenant or agreement on the foregoingpart of such person set forth in this Agreement shall have occurred that would cause the conditions set forth in Section 7.01, (i) Section 7.02 and Section 7.03 not to be satisfied; together, in each case, with a copy of any such notice, communication or Action; provided that the delivery of any notice pursuant to this Section 6.13 6.06 shall not limit or otherwise affect the remedies available hereunder to the Party party receiving such notice and (ii) the notice; provided, further, that failure to comply with this give prompt notice pursuant to Section 6.13 will 6.06(d) shall not constitute the a failure of any a condition to the Merger set forth in Article VII or Annex I except to be satisfied unless the extent that the underlying event would independently result in the failure breach of a representation or warranty or failure to perform any covenant or agreement not so notified would, standing alone, constitute such condition to be so satisfieda failure.

Notification of Certain Matters. (a) The During the Effective Period, except as prohibited by applicable Law, the Company shall give prompt notice to Parent, and Parent shall or the applicable Seller will give prompt notice to the Company, Buyer and the Parent of (i) the occurrence, occurrence or non-occurrence, occurrence of any event the occurrence or non-occurrence of which could reasonably would be expected likely to cause any representation or warranty of their respective representations or warranties such Party contained in this Agreement to become be untrue or inaccurate in any material respect at or prior to the Closing such that the conditions set forth in Section 7.02(a) would not be satisfied, and (ii) any material failure of the Company, Parent or the Purchaser, as the case may be, such Party to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (bsuch Party hereunder such that the conditions set forth in Section 7.02(b) The Company shall give prompt notice to Parentwould not be satisfied. During the Effective Period, except as prohibited by applicable Law, the Parent and Parent shall the Buyer will give prompt notice to the Company, Company and the Sellers’ Representative of (i) the occurrence or non-occurrence of any notice event the occurrence or other communication from non-occurrence of which would be likely to cause any Governmental Entity representation or warranty of such Party contained in connection with the transactions contemplated by this Agreement to be untrue or from inaccurate in any Person alleging material respect at or prior to the Closing such that the consent of such Person is or may conditions set forth in Section 7.03(a) would not be required in connection with the transactions contemplated by this Agreement satisfied, and (ii) any Action commenced or, to its Knowledge, threatened in writing, relating to or involving or otherwise affecting it or any material failure of its Subsidiaries which relates to the consummation of the transactions contemplated by this Agreement. (c) Notwithstanding the foregoing, (i) the delivery of any notice pursuant to this Section 6.13 shall not limit or otherwise affect the remedies available hereunder to the such Party receiving such notice and (ii) the failure to comply with this Section 6.13 will not constitute or satisfy any covenant, condition or agreement to be complied with or satisfied by such Party hereunder such that the failure of any condition conditions set forth in Article VII or Annex I to Section 7.03(b) would not be satisfied unless the underlying event would independently result in the failure of a such condition to be so satisfied.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) any notice or other communication received by such party from any Governmental Entity Authority in connection with the transactions contemplated Transactions, (b) any notice or other communication received by this Agreement or such party from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and Transactions, if the subject matter of such communication or the failure of such party to obtain such consent would have a Company Material Adverse Effect or a Material Adverse Effect on Parent, (iic) any Action material actions, suits, claims, investigations or proceedings commenced or, to its such party’s Knowledge, threatened in writingagainst, relating to or involving or otherwise affecting it such party or any of its Subsidiaries which relates relate to the consummation Transactions, (d) the discovery of any fact or circumstance that, or the transactions contemplated occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause any representation or warranty made by such party contained in this Agreement. (c) Notwithstanding the foregoing, Agreement (i) that is qualified as to materiality or Material Adverse Effect to be untrue and (ii) that is not so qualified to be untrue in any material respect, and (e) any material failure of such party to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 6.13 5.10 shall not (x) cure any breach of, or non-compliance with, any other provision of this Agreement or (y) limit or otherwise affect the remedies available hereunder to the Party party receiving such notice and (ii) the notice; provided, further, that a failure to comply with this Section 6.13 5.10 will not constitute result in the failure of any condition set forth in Article VII or Annex I VI to be satisfied satisfied, unless the underlying event circumstance would independently result in the failure of cause a such condition to not be so satisfied.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) any notice or other communication received by such Party from any Governmental Entity in connection with the Merger or the other transactions contemplated by this Agreement 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 Agreement hereby, if the subject matter of such communication or the failure of such Party to obtain such consent would reasonably be expected to be material to the Company, the Surviving Corporation or Parent and (iib) any Action Actions commenced or, to its Knowledgesuch Party’s knowledge, threatened in writingwriting against, relating to or involving or otherwise affecting it such Party or any of its Subsidiaries subsidiaries which relates relate to the consummation of Merger or the other transactions contemplated by this Agreement. hereby and (c) Notwithstanding any event, development, occurrence, circumstance, change or effect that has had or would reasonably be expected to have a Material Adverse Effect or Parent Material Adverse Effect, as applicable, or would reasonably be expected to make the foregoingsatisfaction of any conditions set forth in Section 7.1, (i) Section 7.2 or Section 7.3, as applicable, impossible on or prior to the End Date; provided that the delivery of any notice pursuant to this Section 6.13 6.5 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit or otherwise affect the remedies available hereunder to the Party receiving such notice notice. The Parties agree and (ii) acknowledge that the Company’s, on the one hand, and ▇▇▇▇▇▇’s, on the other hand, compliance or failure to comply of compliance with this Section 6.13 will 6.5 shall not constitute be taken into account for purposes of determining whether the failure of any condition set forth referred to in Article VII Section 7.2(b) or Annex I Section 7.3(b), respectively, shall have been satisfied with respect to be satisfied unless the underlying event would independently result performance in the failure of a such condition to be so satisfiedall material respects with this Section 6.5.

Notification of Certain Matters. Each of the Company and Parent shall promptly notify the other in writing of: (a) The Company shall give prompt any notice to Parent, and Parent shall give prompt notice to or other communication from any person alleging that the Company, consent of (i) such person is or may be required in connection with the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement.Transactions; (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any notice or other communication from any Governmental Entity Authority in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and Transactions; (iic) any Action Proceedings commenced or, to its Knowledgethe knowledge of the Company or the knowledge of Parent, threatened in writing, relating to or involving or otherwise affecting it against the Company or any of its Subsidiaries which relates or Parent and any of its Subsidiaries, as the case may be, that, if pending on the date hereof, would have been required to have been disclosed by such party pursuant to any of such party’s representations and warranties contained herein, or that relate to such party’s ability to consummate the consummation of the transactions contemplated by this Agreement.Transactions; and (cd) Notwithstanding if a breach of any representation or warranty or failure to perform any covenant or agreement on the foregoingpart of such party set forth in this Agreement shall have occurred that would cause the conditions set forth in ‎Section 7.01, (i) ‎Section 7.02 or ‎Section 7.03 not to be satisfied; together, in each case, with a copy of any such notice, communication or Proceeding; provided that the delivery of any notice pursuant to this Section 6.13 ‎Section 6.06 shall not limit or otherwise affect the remedies available hereunder to the Party party receiving such notice and (ii) the notice; provided, further, that failure to comply with this Section 6.13 will give prompt notice pursuant to ‎Section 6.06‎(d) shall not constitute the a failure of any a condition to the Merger set forth in Article ‎Article VII except to the extent that the underlying breach of a representation or Annex I warranty or failure to perform any covenant or agreement not so notified would, standing alone, constitute such a failure; provided, further, that the Company’s unintentional failure to give notice under this ‎Section 6.06 shall not be deemed to be satisfied unless a breach of covenant under this ‎Section 6.06 but instead shall constitute only a breach of the underlying event would independently result in representation or warranty or covenant or condition, as the failure of a such condition to be so satisfiedcase may be.

Notification of Certain Matters. Each of the Company and Parent shall promptly notify the other in writing of: (a) The Company shall give prompt any notice to Parent, and Parent shall give prompt notice to or other communication from any person alleging that the Company, consent of (i) such person is or may be required in connection with the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement.Transactions; (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any notice or other communication from any Governmental Entity Authority in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and Transactions; (iic) any Action Proceedings commenced or, to its Knowledgethe knowledge of the Company or the knowledge of Parent, threatened in writing, relating to or involving or otherwise affecting it against the Company or any of its Subsidiaries which relates or Parent and any of its Subsidiaries, as the case may be, that, if pending on the date hereof, would have been required to have been disclosed by such party pursuant to any of such party’s representations and warranties contained herein, or that relate to such party’s ability to consummate the consummation of the transactions contemplated by this Agreement.Transactions; and (cd) Notwithstanding if a breach of any representation or warranty or failure to perform any covenant or agreement on the foregoingpart of such party set forth in this Agreement shall have occurred that would cause the conditions set forth in Section 7.01, (i) Section 7.02 or Section 7.03 not to be satisfied; together, in each case, with a copy of any such notice, communication or Proceeding; provided that the delivery of any notice pursuant to this Section 6.13 6.06 shall not limit or otherwise affect the remedies available hereunder to the Party party receiving such notice and (ii) the notice; provided, further, that failure to comply with this give prompt notice pursuant to Section 6.13 will 6.06(d) shall not constitute the a failure of any a condition to the Merger set forth in Article VII except to the extent that the underlying breach of a representation or Annex I warranty or failure to perform any covenant or agreement not so notified would, standing alone, constitute such a failure; provided, further, that the Company’s unintentional failure to give notice under this Section 6.06 shall not be deemed to be satisfied unless a breach of covenant under this Section 6.06 but instead shall constitute only a breach of the underlying event would independently result in representation or warranty or covenant or condition, as the failure of a such condition to be so satisfiedcase may be.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent Each party shall give prompt notice to the Company, other parties hereto of (i) the occurrence, occurrence or non-occurrence, occurrence of any event event, the occurrence or non-occurrence of which could reasonably be expected is likely to cause any of their respective representations or warranties contained the conditions in this Agreement Article 9 to become untrue or inaccurate in any material respect and fail to be satisfied at the Closing, (ii) any failure in any material respect of the Company, Parent or the Purchaser, as the case may be, such party to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. hereunder, (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (iiii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement Agreement, (iv) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iiv) any Action actions, suits, claims, investigations or proceedings commenced or, to its Knowledge, Knowledge threatened in writingagainst, relating to or involving or otherwise affecting it the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.12, Section 4.14, Section 4.15, Section 4.17 or any of its Subsidiaries which relates Section 4.22, as the case may be, or that relate to the consummation of the transactions contemplated by this Agreement. (c) Notwithstanding the foregoing; provided, (i) however, that the delivery of any notice pursuant to this Section 6.13 8.05 shall not limit or otherwise affect the any remedies available hereunder to the Party party receiving such notice notice; and (ii) provided further, however, that no disclosure by the failure Company pursuant to comply with this Section 6.13 will not constitute the failure 8.05 shall be deemed to amend or supplement any Schedule hereto or prevent or cure any misrepresentation, breach of any condition set forth in Article VII warranty or Annex I to be satisfied unless the underlying event would independently result in the failure breach of a such condition to be so satisfiedcovenant.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent Seller shall give prompt notice to the Company, Parent of (ia) the occurrence, occurrence or non-occurrence, occurrence of any event the occurrence or non-occurrence of which could reasonably would be expected likely to cause any representation or warranty of their respective representations or warranties the Seller contained in this Agreement herein to become be untrue or inaccurate in any material respect at or prior to the Closing Date; and (iib) any material failure of the Company, Parent or the Purchaser, as the case may be, Seller to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) the Seller hereunder. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, Seller of (ia) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Parent and/or the Buyer contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date; and (b) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and (ii) any Action commenced or, to its Knowledge, threatened in writing, relating to or involving or otherwise affecting it or any of its Subsidiaries which relates to the consummation material failure of the transactions contemplated Parent and/or the Buyer to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by this Agreement. (c) Notwithstanding the foregoing, (i) Parent and/or the Buyer hereunder. The delivery of any notice pursuant to this Section 6.13 4.11 shall not not, without the express written consent of the receiving party, be deemed to (i) modify the representations or warranties hereunder, (ii) modify the conditions set forth in Article V hereof, as the case may be, or (iii) limit or otherwise affect the remedies available hereunder to the Party receiving such notice and (ii) the failure to comply with this Section 6.13 will not constitute the failure 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 a such condition to be so satisfiedparty hereto.

Notification of Certain Matters. (a) The Company and the Indemnity Unitholder shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, Integra of (i) the occurrence, occurrence or non-occurrence, occurrence of any event known to the Indemnity Unitholder or the Company the occurrence or non-occurrence of which could reasonably would be expected likely to cause any of their respective representations representation or warranties warranty contained in this Agreement Article 3 to become be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any material failure of the Company, Parent Indemnity Unitholder or the Purchaser, as the case may be, Company to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. (b) Integra shall give prompt notice to the Indemnity Unitholder of (i) the occurrence or non-occurrence of any event known to Integra the occurrence of non-occurrence of which would be likely to cause any representation or warranty contained in Article 4 to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any material failure of Integra to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and (ii) any Action commenced or, to its Knowledge, threatened in writing, relating to or involving or otherwise affecting it or any of its Subsidiaries which relates to the consummation of the transactions contemplated by this Agreementhereunder. (c) Notwithstanding the foregoing, (i) the The delivery of any notice pursuant to this Section 6.13 5.11 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 5.12, (ii) modify the conditions set forth in Sections 6 and 7 or (iii) limit or otherwise affect the remedies available hereunder to the Party party receiving such notice and (ii) the failure to comply with this Section 6.13 will not constitute the failure 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 a such condition to be so satisfiednotice.

Notification of Certain Matters. Each of the Company and Parent shall promptly notify the other in writing of: (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any written notice or other written communication from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person person alleging that the consent of such Person person is or may be required in connection with the transactions contemplated by this Agreement and Transactions; (iib) any Action written notice or other written communication from any Governmental Authority in connection with the Transactions; (c) any Actions commenced or, to its Knowledgethe knowledge of the Company or the knowledge of Parent, threatened in writing, relating to or involving or otherwise affecting it against the Company or any of its Subsidiaries which relates to or Affiliates or Parent and any of its Subsidiaries or Affiliates, as the consummation case may be, that, if pending on the date of the transactions contemplated by this Agreement., would have been required to have been disclosed by such person pursuant to any of such person’s representations and warranties contained herein, or that relate to such person’s ability to consummate the Transactions; and (cd) Notwithstanding if a breach of any representation or warranty or failure to perform any covenant or agreement on the foregoingpart of such person set forth in this Agreement shall have occurred that would cause the conditions set forth in Sections 7.01, (i) 7.02 and 7.03 not to be satisfied; provided that the delivery of any notice pursuant to this Section 6.13 6.06 shall not limit or otherwise affect the remedies available hereunder to the Party party receiving such notice and (ii) the notice; provided, further, that failure to comply with give notice pursuant to this Section 6.13 will 6.06 shall not constitute the a failure of any a condition to the Merger set forth in Article VII or Annex I except to be satisfied unless the extent that the underlying event would independently result in the failure of fact or circumstance not so notified would, standing alone, constitute such a such condition to be so satisfiedfailure.

Notification of Certain Matters. (a) The Company shall give prompt notice Subject to the provisions of the preamble of Article III, each of Parent, on the one hand, and Parent HCI Holding Co. and/or the Shareholders, on the other hand, shall give prompt notice to the Company, other of (i) the occurrence, occurrence or non-occurrence, nonoccurrence of any event of which could reasonably they obtain knowledge the occurrence or nonoccurrence of which has caused or would be expected likely to cause any of their respective representations representation or warranties warranty contained in this Agreement by (a) Parent or Acquisition Co. to become be untrue or inaccurate in any material respect and at or prior to the Closing Date, or (b) subject to the provisions of the preamble of Article III, HCI Holding Co., the Company or the Shareholders to be untrue or inaccurate at or prior to the Closing Date, or (ii) any failure of the Company, which they obtain knowledge by Parent or Acquisition Co., on the Purchaserone hand, as or HCI Holding Co., the case may beCompany or the Shareholders, on the other hand, to materially comply with or materially satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parenthereunder; provided, and Parent shall give prompt notice however, that, subject to the Company, of (i) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and (ii) any Action commenced or, to its Knowledge, threatened in writing, relating to or involving or otherwise affecting it or any of its Subsidiaries which relates to the consummation provisions of the transactions contemplated by this Agreement. (c) Notwithstanding the foregoingpreamble of Article III, (i) the delivery of any notice pursuant to this Section 6.13 6.4 shall not cure such breach or non-compliance by Parent or Acquisition Co., on the one hand, or HCI Holding Co., the Company or the Shareholders, on the other hand, shall not limit or otherwise affect the remedies available hereunder to the Party receiving such notice and (ii) the failure to comply with this Section 6.13 will not other party, or constitute the failure an amendment of any condition set forth representation, warranty or statement in Article VII this Agreement or Annex I to be satisfied unless the underlying event would independently result in the failure of a such condition to be so satisfiedHCI Disclosure Schedule.

Notification of Certain Matters. The Company and MTR shall promptly notify each other of (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any notice or other communication received by such party from any Governmental Entity in connection with the Mergers or the other transactions contemplated by this Agreement hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Mergers or the other transactions contemplated by this Agreement and hereby, if the subject matter of such communication could be material to the Company or the MTR Entities, (iib) any Action commenced or, to its Knowledgesuch party’s knowledge, threatened in writingagainst, relating to or involving or otherwise affecting it such party or any of its Subsidiaries which relates relate to the consummation of Mergers or the other transactions contemplated by this Agreement. hereby or (c) Notwithstanding the foregoingdiscovery of any fact or circumstance that, (i) or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Mergers set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 6.13 5.10 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit or otherwise affect the remedies available hereunder to the Party party receiving such notice and (ii) the notice; provided further, that failure to comply with this Section 6.13 will give prompt notice pursuant to clause (c) shall not constitute the a failure of any a condition to the Mergers set forth in Article VII or Annex I VI except to be satisfied unless the extent that the underlying event fact or circumstance not so notified would independently result in standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of a such compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to be so in Section 6.3(b) shall has been satisfied.

Notification of Certain Matters. Each party hereto (athe “Notifying Party”) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, other parties hereto of (i) the occurrence, occurrence or non-occurrence, nonoccurrence of any event event, the occurrence or nonoccurrence of which could reasonably would be expected likely to cause any representation or warranty of their respective representations or warranties the Notifying Party contained in this Agreement to become be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of the Company, Parent or the Purchaser, as the case may be, Notifying Party to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parenthereunder, and Parent shall give prompt notice to the Companyprovided, of (i) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging however, that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and (ii) any Action commenced or, to its Knowledge, threatened in writing, relating to or involving or otherwise affecting it or any of its Subsidiaries which relates to the consummation of the transactions contemplated by this Agreement. (c) Notwithstanding the foregoing, (i) the delivery of any notice pursuant to this Section 6.13 6.4 shall not cure such failure or limit or otherwise affect the remedies available hereunder to the Party parties receiving such notice notice. Without limiting the generality of the foregoing, from the date hereof through the earlier of the Closing Date and (ii) the failure to comply with this Section 6.13 will not constitute the failure date of any condition set forth in termination of this Agreement pursuant to Article VII VIII hereof, the Notifying Party shall promptly notify the other parties hereto of any action or Annex I proceeding of the type required to be satisfied unless described in Sections 3.15 or 5.7 hereof that is commenced or, to its knowledge, threatened against the underlying event would independently result Notifying Party, or against any officer or director of the Notifying Party or any of its Subsidiaries with respect to the affairs of the Notifying Party, and of any request for additional information or documentary materials by any Governmental Entity in connection with the failure of a such condition to be so satisfiedtransactions contemplated hereby.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, promptly notify each other of (i) the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated by this Agreement 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 Agreement and hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (iib) any Action commenced or, to its Knowledgethe knowledge of such party, threatened in writingagainst, relating to or involving or otherwise affecting it such party or any of its Subsidiaries which relates to the consummation of Merger or the other transactions contemplated by this Agreement. hereby or (c) Notwithstanding the foregoingdiscovery of any fact or circumstance that, (i) or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would reasonably be expected to cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 6.13 5.9 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit or otherwise affect the remedies available hereunder to the Party party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a material breach of this Agreement unless Parent is materially and adversely affected thereby. The parties agree and acknowledge that, except with respect Table of Contents to clause (iic) of the first sentence of this Section 5.9, the Company’s compliance or failure to comply with this Section 6.13 will 5.9 shall not constitute be taken into account for purposes of determining whether the failure of any condition set forth referred to in Article VII or Annex I to be satisfied unless the underlying event would independently result in the failure of a such condition to be so Section 6.3(d) shall have been satisfied.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt written notice to the Company, Parent of (i) the occurrence, or non-occurrence, occurrence of any change, condition or event, the occurrence of which would cause the condition set forth in the first sentence of Section 7.3(a) to not be satisfied if such change, condition or event which could reasonably be expected occurred immediately prior to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and the Closing, (ii) the occurrence of any Material Adverse Effect, (iii) any failure of the Company, Parent Company or the Purchaser, as the case may be, any of its Subsidiaries to materially perform any obligation or agreement or comply with any covenant or materially satisfy condition required by this Agreement or any covenantAncillary Agreement to which the Company is a party, which such failure would cause the condition or agreement set forth in the second sentence of Section 7.3(a) to not be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice if such failure occurred immediately prior to the CompanyClosing, of (iiv) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and (ii) any Action commenced or, to its Knowledge, threatened in writing, relating to or involving or otherwise affecting it or any of its Subsidiaries which relates to the consummation of the transactions contemplated by this Agreement. Agreement or the Ancillary Agreements or (cv) Notwithstanding any Action pending or, to the foregoingCompany’s knowledge, (i) threatened against the delivery Company or any of any its Subsidiaries relating to the transactions contemplated by this Agreement or the Ancillary Agreements; provided however, that that the Company’s unintentional failure to give notice pursuant to under this Section 6.13 5.6 shall not limit or otherwise affect the remedies available hereunder be deemed to the Party receiving such notice and (ii) the failure to comply with be a breach of covenant under this Section 6.13 will not 5.6 but instead shall constitute the failure only a breach of any condition set forth in Article VII or Annex I to be satisfied unless the underlying event would independently result in representation or warranty or covenant or condition, as the failure of a such condition to be so satisfiedcase may be.

Notification of Certain Matters. (a) The Each of the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, other parties if any of the following occurs after the date of this Agreement and prior to the Effective Time: (ia) the occurrence, occurrence or non-occurrence, occurrence of any event event, the occurrence or non-occurrence of which could reasonably be expected to cause any representation or warranty of their respective representations or warranties the Company contained in this Agreement to become be untrue or inaccurate such that the condition set forth in any material respect and (iiSection 6.2(a)(i) any failure of the Company, Parent or the PurchaserSection 6.3(a)(i) hereof, as the case may be, would not be satisfied, and (b) any failure of such party to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging hereunder such that the consent of such Person is condition set forth in Section 6.2(a)(ii) or Section 6.3(a)(ii) hereof, as the case may be, would not be required in connection with the transactions contemplated by this Agreement and (ii) any Action commenced orsatisfied; provided, to its Knowledgehowever, threatened in writing, relating to or involving or otherwise affecting it or any of its Subsidiaries which relates to the consummation of the transactions contemplated by this Agreement. (c) Notwithstanding the foregoing, (i) that the delivery of any notice pursuant to this Section 6.13 5.5 shall not (x) limit or otherwise affect the any remedies available hereunder to any party or (y) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Party receiving such notice and (ii) the failure Company pursuant to comply with this Section 6.13 will not constitute 5.5, however, shall be deemed to amend or supplement the failure Disclosure Schedule or prevent or cure any misrepresentations, breach of any condition set forth in Article VII warranty or Annex I to be satisfied unless the underlying event would independently result in the failure breach of a such condition to be so satisfiedcovenant.

Notification of Certain Matters. (a) The Company shall give prompt notice Prior to Parentthe Effective Time, and Parent shall give prompt notice to the Company, of (i) and the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) any notice or other communication received by such party from any Governmental Entity in connection with the transactions contemplated by this Agreement or the Transactions or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement Transactions, if the subject matter of such communication or the failure of such party to obtain such consent would reasonably be expected to be material to the Company, the Surviving Corporation or Parent and (b) any effect, change, event, fact, condition, development or occurrence known to it that (i) would reasonably be expected to, individually or taken together with all other effects, changes, events, facts, conditions, developments or occurrences known to it, result in a Company Material Adverse Effect or (ii) any Action commenced or, would reasonably be expected to its Knowledge, threatened in writing, relating to cause or involving or otherwise affecting it or constitute a material breach of any of its Subsidiaries which relates representations, warranties, covenants or agreements contained herein that would reasonably be expected to result in the consummation failure of the transactions contemplated by this Agreement. a condition contained in Section 7.2(a), Section 7.2(b), Section 7.3(a) or Section 7.3(b); provided, however, that (c) Notwithstanding the foregoing, (ix) the delivery of any notice pursuant to this Section 6.13 6.20 shall not cure any breach of representation, warranty, covenant or agreement contained in this Agreement or otherwise limit or otherwise affect the remedies available hereunder to the Party party receiving such notice and (iiy) the no failure to comply with deliver a notice required by this Section 6.13 will not constitute the 6.20 shall be considered in determining whether there has occurred a failure of any condition set forth in Article VII Section 7.1, Section 7.2 or Annex I to be satisfied unless the underlying event would independently result in the failure of a such condition to be so satisfiedSection 7.3.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) any notice or other communication received by such party from any Governmental Entity in connection with the Merger, the LLC Merger or the other transactions contemplated by this Agreement hereby or from any Person person alleging that the consent of such Person person is or may be required in connection with the Merger, the LLC Merger or the other transactions contemplated by this Agreement and hereby, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation, the Surviving Company or Parent, (iib) any Action actions, suits, claims, investigations or proceedings commenced or, to its Knowledgesuch party’s knowledge, threatened in writingagainst, relating to or involving or otherwise affecting it such party or any of its Subsidiaries subsidiaries which relates relate to the consummation of Merger, the LLC Merger or the other transactions contemplated by this Agreement. hereby, (c) Notwithstanding the foregoingdiscovery of any fact or circumstance, or the occurrence or non-occurrence of any event (i) that renders or would reasonably be expected to render any representation or warranty of such party set forth in this Agreement to be untrue or inaccurate to an extent such that the condition set forth in Sections 6.2(a) or 6.3(a), as applicable, would not be satisfied if the Closing were to then occur or (ii) that results or would reasonably be expected to result in any failure of such party to comply with or satisfy in any material respect any covenant, condition or agreement (including any condition set forth in Article VI) to be complied with or satisfied by such party hereunder; provided, however, that the delivery of any notice pursuant to this Section 6.13 5.14 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit or otherwise affect the remedies available hereunder to the Party party receiving such notice and (ii) the failure to comply with this Section 6.13 will not constitute the failure 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 a such condition to be so satisfiednotice.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall use its reasonable best efforts to give prompt notice to the Company, of and the Company shall use its reasonable best efforts to give prompt notice to Parent, of: (i) the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which could it has Knowledge and which would be reasonably be expected likely to cause (x) any representation or warranty of their respective representations or warranties the notifying party contained in this Agreement to become be untrue or inaccurate in any material respect and or (y) any covenant, condition or agreement of the notifying party contained in this Agreement not to be complied with or satisfied -50- in all material respects, (ii) any material failure of the Company, Parent or the Purchaser, as the case may be, notifying party to materially comply in a timely manner with or materially satisfy any material covenant, condition or agreement to be complied with or satisfied by it under this Agreement. hereunder or (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (iiii) any notice change, event or other communication from any Governmental Entity effect which would, individually or in connection with the transactions contemplated by this Agreement or from any Person alleging aggregate, have a Material Adverse Effect on the notifying party; provided, however, that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and (ii) any Action commenced or, to its Knowledge, threatened in writing, relating to or involving or otherwise affecting it or any of its Subsidiaries which relates to the consummation of the transactions contemplated by this Agreement. (c) Notwithstanding the foregoing, (i) the delivery of any notice pursuant to this Section 6.13 5.12 shall not limit or otherwise affect the remedies available hereunder to the Party party receiving such notice notice; and (ii) the provided, further, that a failure to comply with this Section 6.13 will 5.12 shall not constitute cause the failure of any condition set forth in Article VII or Annex I VI to be satisfied unless the underlying event untruth, inaccuracy, noncompliance, failure or Material Adverse Effect would independently result in the failure of a such condition set forth in Article VI to be so satisfied.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) any notice or other communication received by such Party from any Governmental Entity in connection with the Merger or the other transactions contemplated by this Agreement 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 Agreement and herein, if the subject matter of such communication or the failure of such Party to obtain such consent would reasonably be expected to be material to the Company, the Surviving Corporation or Parent, (iib) any Action Actions commenced or, to its such Party’s Knowledge, threatened in writingagainst, relating to or involving or otherwise affecting it such Party or any of its Subsidiaries subsidiaries which relates relate to the consummation of Merger or the other transactions contemplated by this Agreement. hereby, (c) Notwithstanding to such Party’s Knowledge, any representation or warranty made by such Party contained in this Agreement becomes untrue or inaccurate such that it would be reasonable to expect that the foregoingapplicable closing conditions would be incapable of being satisfied by the End Date or (d) to such Party’s Knowledge, (i) any failure to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that it would be reasonable to expect that the applicable closing conditions would be incapable of being satisfied by the End Date; provided that the delivery of any notice pursuant to this Section 6.13 6.6 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit or otherwise affect the remedies available hereunder to the Party receiving such notice notice. The Parties agree and (ii) acknowledge that the Company’s, on the one hand, and Parent’s, on the other hand, compliance or failure to comply of compliance with this Section 6.13 will 6.6 shall not constitute be taken into account for purposes of determining whether the failure of any condition set forth referred to in Article VII Section 7.2(b) or Annex I Section 7.3(b), respectively, shall have been satisfied with respect to be satisfied unless the underlying event would independently result performance in the failure of a such condition to be so satisfiedall material respects with this Section 6.6.

Notification of Certain Matters. (a) The During the Pre-Closing Period, the Company shall give prompt notice to Parentwill, and upon becoming aware of any of the following, promptly notify Parent shall give prompt notice to the Company, of (i) if any representation or warranty made by the occurrenceCompany in this Agreement was, when made or at any time thereafter became, untrue or inaccurate in any material respect; (ii) if the occurrence or non-occurrence, occurrence of any event which could event, fact, change, condition or circumstance has caused or may reasonably be expected to cause any condition to the obligations of their respective representations or warranties contained in Parent to effect the transactions contemplated by this Agreement not to become untrue or inaccurate in any material respect and be satisfied; (iiiii) any of the failure of the Company, Parent or the Purchaser, as the case may be, Company to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under pursuant to this AgreementAgreement that may reasonably be expected to result in any condition to the obligations of any party hereto to effect the transactions contemplated hereby not to be satisfied; or (iv) of the institution or threat of any legal proceeding against the Company or any Company Subsidiary related to this Agreement or the transactions contemplated hereby (the events, facts and circumstances and failures described in clauses (i) – (iv), individually and collectively, the “Post-Signing Events”). (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and (ii) any Action commenced or, to its Knowledge, threatened in writing, relating to or involving or otherwise affecting it or any of its Subsidiaries which relates to the consummation of the transactions contemplated by this Agreement. (c) Notwithstanding the foregoing, (i) the delivery of any notice pursuant to this Section 6.13 shall 5.8 will not limit or otherwise affect be deemed to modify the remedies available hereunder representations and warranties in Section 2 for purposes of Section 6.2; provided, however, that if a Post-Signing Event is disclosed to the Party receiving such notice and (ii) the failure to comply Parent in writing in accordance with this Section 6.13 will not 6.9, such Post-Signing event constitutes or would constitute the failure of any condition set forth in Article VII or Annex I to be satisfied unless the underlying event would independently result in the a failure of a such condition contained in Section 7.2 to be so satisfiedmet, and Company notifies Parent in writing that, as a result of such Post-Signing Event, there is a failure of a condition contained in Section 6.2 and such failure cannot be cured before the Outside Date (a “Post-Signing Failure Notice”), Parent will have a right to terminate this Agreement pursuant to Section 7.1(d).

Notification of Certain Matters. Each Party shall promptly notify each of the other Parties of (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) 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 or its Subsidiaries from any Governmental Entity Authority in connection with the Contribution or the other transactions contemplated by this Agreement hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Contribution or the other transactions contemplated by this Agreement and hereby, (iib) any Action commenced or, to its Knowledgethe Knowledge of Company or the Knowledge of Contributor, as applicable, threatened in writingagainst, relating to to, or involving or otherwise affecting it such Party or any of its Subsidiaries which relates relate to the consummation of Contribution or the other transactions contemplated by this Agreement. hereby, or (c) Notwithstanding the foregoingdiscovery of any fact or circumstance that, (i) or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Contribution set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 6.13 5.9 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement, or (ii) limit or otherwise affect the remedies available hereunder to the Party receiving such notice and (ii) the notice; provided further, that failure to comply with this Section 6.13 will give prompt notice pursuant to clause (c) shall not constitute the a failure of any a condition to the Contribution set forth in Article VII or Annex I VI except to be satisfied unless the extent that the underlying event fact or circumstance not so notified would independently result in the failure of standing alone constitute such a such condition to be so satisfiedfailure.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, From and Parent shall give prompt notice to after the Company, date hereof until the earlier of (i) termination of this Agreement and (ii) the Closing, Seller and Buyer shall promptly notify each other in writing after becoming aware of (a) the occurrence, or non-occurrence, of any event which could or the existence of any fact or condition that, individually or in the aggregate, would reasonably be expected to cause any condition to the obligations of their respective representations or warranties contained in any Party to consummate the transactions contemplated by this Agreement not to become untrue be satisfied or inaccurate in any material respect and (iib) any the failure of the Company, Parent or the Purchaser, as the case may be, such Party to materially comply with or materially satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it under pursuant to this Agreement. (b) The Company shall give prompt notice Agreement which, individually or in the aggregate, would reasonably be expected to Parent, and Parent shall give prompt notice result in any condition to the Company, obligations of (i) any notice or other communication from any Governmental Entity in connection with Party to consummate the transactions contemplated by this Agreement or from any Person alleging not to be satisfied; provided, however, that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and (ii) any Action commenced or, to its Knowledge, threatened in writing, relating to or involving or otherwise affecting it or any of its Subsidiaries which relates to the consummation of the transactions contemplated by this Agreement. (c) Notwithstanding the foregoing, (i) the delivery of any notice pursuant to this Section 6.13 shall not cure any breach of any representation or warranty requiring disclosure of such matter or otherwise limit or otherwise affect the remedies available hereunder to the Party receiving such notice either Party, and (ii) the failure to comply with deliver any such notice shall not affect any of the conditions set forth in ARTICLE VII; provided, further, that the delivery of any notice under this Section 6.13 will shall not constitute cause the failure of any condition set forth in Article ARTICLE VII or Annex I to be satisfied unless nor shall the underlying event would independently result delivery of any such notice be deemed an admission that any condition in the failure of ARTICLE VII is not or will not be satisfied or that there has been a such condition to be so satisfiedCompany Material Adverse Effect.

Notification of Certain Matters. (a) The At all times prior to the Effective Time or the termination of this Agreement pursuant to Article IX, the Company shall give prompt notice to ParentParent and Merger Sub, and Parent and Merger Sub shall give prompt notice to the Company, of (i) the occurrenceoccurrence or nonoccurrence, or non-occurrenceto the extent known by such party, of any event the occurrence or nonoccurrence of which could reasonably would be expected likely to cause any of their respective representations representation or warranties warranty contained in this Agreement to become be untrue or inaccurate in any material respect and at or prior to the Effective Time, (ii) to the extent known by such party, any material failure of the Company, Parent or the PurchaserMerger Sub, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. hereunder, (biii) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Companyextent known by such party, of (i) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person third party alleging that the consent of such Person third party is or may be required in connection with the transactions contemplated by this Agreement and Agreement, or (iiiv) any Action commenced or, to its Knowledge, threatened in writing, relating to or involving or otherwise affecting it or any of its Subsidiaries which relates to the consummation of the transactions contemplated extent known by this Agreement. (c) Notwithstanding the foregoingsuch party, (i) any facts or circumstances that arise that could reasonably be expected to result in a Material Adverse Effect on such party; provided, however, that the delivery of any notice pursuant to this Section 6.13 6.5 shall not cure such breach or non-compliance or limit or otherwise affect the rights, obligations or remedies available hereunder to the Party party receiving such notice notice; and (ii) the failure to comply with this Section 6.13 will not constitute provided, further, however, that the failure of any party hereto to so inform the other parties shall not constitute a waiver by such party of any breach of any such representation or warranty or such covenant, condition set forth in or agreement or be prejudicial to the exercise of such party’s right to terminate this Agreement pursuant to Article VII or Annex I to be satisfied unless the underlying event would independently result in the failure of a such condition to be so satisfiedIX.

Notification of Certain Matters. Each Party shall give prompt -------------------------------- notice to the other Party of the following: (a) The Company shall give prompt notice the occurrence of or failure to Parent, and Parent shall give prompt notice occur of any event the occurrence or failure to the Company, occur of which would be likely to result in (i) the occurrence, any representation or non-occurrence, warranty of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become such Party being untrue or inaccurate in any material respect at the date of this Agreement and at the Effective Time (or with respect to any representation or warranty made as of a specific date such representation or warranty being untrue or inaccurate in any material respect as of such specific date), (ii) any failure condition set forth in Article VII being incapable of the Company, being satisfied or (iii) a Company Material Adverse Effect or a Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement.Material Adverse Effect; (b) The Company shall give prompt notice any failure of such Party to Parentcomply in any material respect with any of its covenants or agreements hereunder; (c) the status of matters relating to completion of the Merger, and Parent shall give prompt notice to including promptly furnishing the Company, other with copies of (i) any notice or other communication received by any Party or any of its respective Subsidiaries from any Governmental Entity in connection or other third party with respect to this Agreement or the transactions contemplated by this Agreement or from any Person alleging that hereby, including the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and Merger; and (iid) any Action commenced or, to its Knowledge, threatened in writing, facts relating to that Party which would make it necessary or involving advisable to amend the Joint Proxy Statement/Prospectus or otherwise affecting it the Form S-4 in order to make the statements therein not misleading or any of its Subsidiaries which relates to the consummation of the transactions contemplated by this Agreement. (c) Notwithstanding the foregoingcomply with applicable law; provided, (i) however, that the delivery of any notice pursuant to this Section 6.13 6.8 shall not limit or otherwise affect the remedies available hereunder to the Party receiving such notice and (ii) the failure to comply with this Section 6.13 will not constitute the failure 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 a such condition to be so satisfiednotice.

Notification of Certain Matters. From and after the date hereof until the earlier to occur of the Effective Time or termination of this Agreement in accordance with this Agreement, each of the Company and Parent shall promptly notify the other in writing of: (a) The Company shall give prompt any notice to Parent, and Parent shall give prompt notice to or other communication from any person alleging that the Company, consent of (i) such person is or may be required in connection with the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement.Transactions; (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any notice or other communication from any Governmental Entity Authority in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and Transactions; (iic) any Action Actions commenced or, to its Knowledgethe Knowledge of the Company or the Knowledge of Parent, threatened in writing, relating to or involving or otherwise affecting it against the Company or any of its Subsidiaries which relates to or Parent and any of its Subsidiaries, as the consummation case may be, that, if pending on the date of the transactions contemplated by this Agreement., would have been required to have been disclosed by such person pursuant to any of such person’s representations and warranties contained herein, or that relate to such person’s ability to consummate the Transactions; and (cd) Notwithstanding if a breach of any representation or warranty or failure to perform any covenant or agreement on the foregoingpart of such person set forth in this Agreement shall have occurred that would cause the conditions set forth in Sections 7.01, 7.02 and 7.03 not to be satisfied; (ie) together, in each case, with a copy of any such notice, communication or Action; provided that the delivery of any notice pursuant to this Section 6.13 6.06 shall not limit or otherwise affect the remedies available hereunder to the Party party receiving such notice and (ii) the notice; provided, further, that failure to comply with give prompt notice pursuant to this Section 6.13 will 6.06 shall not constitute the a failure of any a condition set forth in Article VII or Annex I except to be satisfied unless the extent that the underlying event would independently result in fact or circumstance, the occurrence or non-occurrence of the event, or failure of to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a such condition to be so satisfiedfailure.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, promptly notify each other of (i) the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated by this Agreement 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 Agreement and hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation, Parent, Merger Sub, Holdings, the Merger or the other transactions contemplated hereby, (iib) any Action commenced or, to its Knowledgesuch party’s knowledge, threatened in writingagainst, relating to or involving or otherwise affecting it such party or any of its Subsidiaries which relates relate to the consummation of Merger or the other transactions contemplated by this Agreement. hereby or (c) Notwithstanding the foregoingdiscovery of any fact or circumstance that, (i) or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 6.13 5.10 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit or otherwise affect the remedies available hereunder to the Party party receiving such notice and (ii) the notice; provided further, that failure to comply with this Section 6.13 will give prompt notice pursuant to clause (c) shall not constitute the a failure of any a condition to the Merger set forth in Article VII or Annex I VI, except to be satisfied unless the extent that the underlying event fact or circumstance not so notified would independently result in standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of a such compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to be so in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. (a) The Each of the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Companyother of any fact, of event or circumstance known to it that (i) would reasonably expected, individually or taken together with all other facts, events and circumstances known to it, to result in a Material Adverse Effect on the occurrenceCompany or Parent, as the case may be, or non-occurrenceto prevent, of any event which could reasonably be expected to cause any of their respective representations materially delay or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure materially impair the ability of the Company, Parent Company or the PurchaserParent, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any notice or other communication from any Governmental Entity in connection with consummate the transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and (ii) any Action commenced or, to its Knowledge, threatened in writing, relating to would cause or involving or otherwise affecting it or constitute a material breach of any of its Subsidiaries which relates representations, warranties, covenants or agreements contained in this Agreement that reasonably could be expected to give rise, individually or in the aggregate, to the consummation failure of a condition in Article VI; provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 5.12 or the failure of any condition set forth in Sections 6.02 or 6.03 to be satisfied, or otherwise constitute a breach of this Agreement by the Party failing to give such notice, in each case, unless the underlying breach would independently result in a failure of the transactions contemplated by this Agreement. (c) Notwithstanding the foregoingconditions set forth in Section 6.02 or 6.03 to be satisfied; and provided, (i) further, that the delivery of any notice pursuant to this Section 6.13 5.12 shall not cure any breach of, or noncompliance with, any other provision of this Agreement or limit or otherwise affect the remedies available hereunder to the Party receiving such notice notice. Additionally, the Company shall promptly notify Parent in the event that (i) any Loan not otherwise listed on Schedule 4.01(t)(v) of the Company Disclosure Schedule and which has an aggregate principal balance in excess of $250,000 becomes a Criticized Loan or (ii) the failure to comply with this Section 6.13 will not constitute the failure it charges off any amounts outstanding in respect of any condition set forth Loan in Article VII an aggregate amount of $250,000 or Annex I to be satisfied unless the underlying event would independently result in the failure of a such condition to be so satisfiedgreater.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, promptly notify each other of (i) the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated by this Agreement 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 Agreement and hereby, (iib) any other notice or communication from any Governmental Entity in connection with the transactions contemplated hereby, (c) any Action commenced or, to its Knowledgesuch party’s knowledge, threatened in writingagainst, relating to or involving or otherwise affecting it such party or any of its Subsidiaries which relates relate to the consummation Merger or the other transactions contemplated hereby or (d) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the transactions contemplated by conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement. (c) Notwithstanding the foregoing; provided, (i) however, that the delivery of any notice pursuant to this Section 6.13 5.7 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit or otherwise affect the remedies available hereunder to the Party party receiving such notice and (ii) the notice; provided further, that failure to comply with give prompt notice pursuant to clause (d) of this Section 6.13 will 5.7 shall not constitute be treated as a breach of covenant for the failure purposes of any condition set forth in Article VII Section 6.2(b) or Annex I Section 6.3(b) hereof, except to be satisfied unless the extent that the underlying event fact or circumstance not so notified would independently result in the failure of standing alone constitute such a such condition to be so satisfiedbreach.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any notice or other communication received by such party from any Governmental Entity Authority in connection with the transactions contemplated by this Agreement Transactions or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and Transactions, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, (ii) any Action actions, suits, claims, investigations or proceedings commenced or, to its such party’s Knowledge, threatened in writingagainst, relating to or involving or otherwise affecting it such party or any of its Subsidiaries which relates relate to the consummation of the transactions contemplated by this Agreement. (c) Notwithstanding the foregoingTransactions, (iiii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause any representation or warranty made by such party contained in this Agreement to be untrue such that the conditions set forth in Section 6.2(a) or 6.3(a) would not be satisfied and (iv) 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 conditions set forth in Section 6.2(b) or 6.3(b) would not be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.13 5.8 shall not (x) be considered an admission that any representation or warranty is untrue for purposes of Article VI or Article VII, (y) cure any breach or non-compliance with any other provision of this Agreement or (z) limit or otherwise affect the remedies available hereunder to the Party party receiving such notice and (ii) notice; provided, further, that the failure to comply with deliver any notice pursuant to this Section 6.13 will 5.8 shall not constitute be considered in determining whether the failure of any condition set forth in Section 6.2(b) or 6.3(b) has been satisfied or the related termination right in Article VII or Annex I is available except to be satisfied unless the underlying event would independently result in the extent that a party hereto is actually prejudiced by such failure of a such condition to be so satisfiedgive notice.

Notification of Certain Matters. The Shareholders shall give notice to Buyer and Buyer shall give notice to the Shareholders, as promptly as reasonably practicable upon becoming aware of (a) The Company shall give prompt notice to Parentany fact, and Parent shall give prompt notice to the Companychange, of (i) the occurrencecondition, circumstance, event, occurrence or non-occurrence, of any event which could occurrence that has caused or is reasonably be expected likely to cause any of their respective representations representation or warranties contained warranty in this Agreement made by it to become be untrue or inaccurate in any material respect at any time after the date hereof and prior to the Closing, (iib) any material failure of the Company, Parent or the Purchaser, as the case may be, on its part to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under hereunder or (c) the institution of or the threat of institution of any Action against any of the Shareholders or any Company of any kind, including those related to this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any notice Agreement or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging that hereby; provided that, except as set forth in the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and (ii) any Action commenced orfollowing sentence, to its Knowledge, threatened in writing, relating to or involving or otherwise affecting it or any of its Subsidiaries which relates to the consummation of the transactions contemplated by this Agreement. (c) Notwithstanding the foregoing, (i) the delivery of any notice pursuant to this Section 6.13 6.3(a) shall not limit or otherwise affect the remedies available hereunder to the Party party receiving such notice notice, or the representations or warranties of, or the conditions to the obligations of, the parties hereto. Unless Buyer has the right to terminate this Agreement pursuant to Section 10.1(d) below by reason of the development and exercises such right within ten (ii10) Business Days immediately following the failure end of the cure period referred to comply with in Section 10.1(d) below (or, if sooner, before the Closing Date), the written notification pursuant to this Section 6.13 6.3 will not constitute be deemed to have amended the failure Schedules attached hereto, to have qualified the representations or warranties contained in Section 4 above, and to have cured any misrepresentation or breach of any condition set forth in Article VII or Annex I to be satisfied unless warranty that otherwise might have existed hereunder by reason of the underlying event would independently result in the failure of a such condition to be so satisfieddevelopment.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) any notice or other communication received by such Party from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and (iib) the discovery of any Action commenced orevent, fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would reasonably be expected to its Knowledge, threatened result in writing, relating to or involving or otherwise affecting it or any of its Subsidiaries which relates the conditions to the consummation obligations of the transactions contemplated by Company or Parent, as applicable, set forth in Article VII not being satisfied at the Closing or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement. (c) Notwithstanding the foregoing, (i) ; provided that neither the delivery of any notice pursuant to this Section 6.13 6.16 nor any Knowledge that Parent, its Affiliates or Representatives may have acquired, nor could have acquired (in each case, whether before or after the date of this Agreement), nor any investigation or due diligence by Parent or its Representatives, shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement, (ii) limit or otherwise affect the remedies available hereunder to the Party party receiving such notice or (iii) affect or be deemed to modify any representation, warranty, covenant, right, remedy, or condition to any obligation of any Party hereunder or update any section of the Company Disclosure Letter. The Parties agree that the Company’s and (ii) the Parent’s respective compliance or failure to comply of compliance with this Section 6.13 will 6.16 shall not constitute be taken into account for purposes of determining whether the failure of any condition set forth referred to in Article VII Section 7.2(b) or Annex I to be satisfied unless the underlying event would independently result in the failure of a such condition to be so Section 7.3(b), respectively, shall have been satisfied.

Notification of Certain Matters. The Company, on the one hand, and Purchaser, on the other hand, shall use their respective commercially reasonable efforts to promptly notify each other of (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any notice or other communication from any Governmental Entity Actions in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and (ii) any Action commenced or, to its Knowledge, threatened in writing, relating to or involving or otherwise affecting it or any of its Subsidiaries which relates to the consummation Knowledge of the transactions contemplated by this Agreement. Company or the Knowledge of Purchaser, as the case may be, threatened, against Seller, the Company, the Company Subsidiaries or Purchaser, as the case may be, or (cb) Notwithstanding the foregoing, occurrence or non-occurrence of any fact or event which would be reasonably expected to cause any condition set forth in Article VII [(i) Conditions Precedent)] not to be satisfied; provided that the delivery of any notice pursuant to this Section 6.13 6.17 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit or otherwise affect the remedies available hereunder to the Party party receiving such notice notice. The parties hereto agree and (ii) acknowledge that the Company’s, on the one hand, and Purchaser’s, on the other hand, compliance or failure to comply with this Section 6.13 will 6.17 shall not constitute be taken into account for purposes of determining whether the failure condition referred to in Section 7.2(a) [(Conditions to the Obligations of any condition set forth Purchaser; Performance)] or Section 7.3(a) [(Conditions to the Obligations of Seller; Performance)], as applicable, shall have been satisfied with respect to performance in Article VII or Annex I to be satisfied unless the underlying event would independently result in the failure of a such condition to be so satisfiedall material respects with this Section 6.17.

Notification of Certain Matters. (a) The Company shall give prompt notice to ParentDuring the Pre-Closing Period, each of Target and Parent Acquiror shall give prompt notice to the Company, of (i) the occurrence, or non-occurrence, of any event which could reasonably be expected to cause other if any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement.following occurs: (ba) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, receipt of (i) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement or 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 and Agreement; (iib) receipt of any Action commenced or, to its Knowledge, threatened notice or other communication from any Governmental Entity in writing, relating to or involving or otherwise affecting it or any of its Subsidiaries which relates to the consummation of connection with the transactions contemplated by this Agreement.; (c) Notwithstanding the foregoingoccurrence or non-occurrence of any fact or event which would reasonably be expected to cause any covenant, condition or agreement hereunder not to be complied with or satisfied; (id) the commencement or overt threat of any proceeding against Target or any of the Purchased Assets and (e) the occurrence of any fact or event of which such party becomes aware that results in the inaccuracy in any representation or warranty of such party in this Agreement such that the condition set forth in Section 7.2(a) or Section 7.3(a) is not reasonably expected to be satisfied as of the End Date. provided, that the delivery of any notice by any party pursuant to this Section 6.13 provision shall not modify any representation or warranty of such party, cure any breaches thereof or limit or otherwise affect the rights or remedies available hereunder to the Party receiving such notice other parties and (ii) the failure to comply with this Section 6.13 will not constitute the failure of the party receiving such information to take any condition set forth in Article VII action with respect to such notice shall not be deemed a waiver of any breach or Annex I breaches to be satisfied unless the underlying event would independently result in representations or warranties of the failure of a party disclosing such condition to be so satisfiedinformation.

Notification of Certain Matters. (a) The Company ▇▇▇▇ shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, CONDOR of (ia) the occurrence, occurrence or non-occurrence, occurrence of any event of which could reasonably be expected to GLOBAL or ▇▇▇▇ have knowledge, the occurrence or non-occurrence of which would cause any representation or warranty of their respective representations or warranties ▇▇▇▇ contained in this Agreement herein to become be untrue or inaccurate in any material respect at Closing, and (iib) any material failure of the Company, Parent or the Purchaser, as the case may be, ▇▇▇▇ to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied hereunder. CONDOR shall give prompt notice to ▇▇▇▇ of (a) the occurrence or non-occurrence of any event of which CONDOR has knowledge, the occurrence or non-occurrence of which would cause any representation or warranty of CONDOR contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, and (b) any material failure of CONDOR to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) hereunder. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and (ii) any Action commenced or, to its Knowledge, threatened in writing, relating to or involving or otherwise affecting it or any of its Subsidiaries which relates to the consummation of the transactions contemplated by this Agreement. (c) Notwithstanding the foregoing, (i) the delivery of any notice pursuant to this Section 6.13 4.5 shall not be deemed to (a) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 4.6, (b) modify the conditions set forth in Sections 5 and 6, or (c) limit or otherwise affect the remedies available hereunder to the Party party receiving such notice and (ii) the failure to comply with this Section 6.13 will not constitute the failure 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 a such condition to be so satisfiednotice.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, promptly notify each other of (i) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated by this Agreement 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 Agreement and hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, or (ii) the discovery of any Action commenced orfact or circumstance that, to its Knowledgeor the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, threatened would cause or result in writing, relating to or involving or otherwise affecting it or any of its Subsidiaries which relates the conditions to the consummation Merger set forth in Article VI not being satisfied or satisfaction of the transactions contemplated by those conditions being materially delayed in violation of any provision of this Agreement. (c) Notwithstanding the foregoing; provided, (i) however, that the delivery of any notice pursuant to this Section 6.13 5.10 shall not (x) cure any breach of, or non-compliance with, any other provision of this Agreement or (y) limit or otherwise affect the remedies available hereunder to the Party party receiving such notice; provided further, that failure to give prompt notice and pursuant to clause (ii) the failure to comply with this Section 6.13 will shall not constitute the a failure of any a condition to the Merger set forth in Article VII or Annex I VI except to be satisfied unless the extent that the underlying event fact or circumstance not so notified would independently result in standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (ii) of the first sentence of this Section 5.10, Parent’s or the Company’s compliance or failure of a such compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to be so in Section 6.2(b) or Section 6.3(b), as applicable, shall have been satisfied. (b) Parent and its Representatives shall give prompt (but no later than one (1) Business Day) notice to the Company, and the Company and its Representatives shall give prompt (but no later than one (1) Business Day) notice to Parent, of any Action commenced or, to such party’s knowledge, threatened against, relating to or involving such party or any Subsidiary of Parent or any Subsidiary of the Company, respectively, or any of their respective directors or officers that relates to this Agreement, the Merger or the other transactions contemplated by this Agreement. The Company and its Representatives shall give Parent the opportunity to participate in (but not control) the defense and settlement of any Action against the Company and/or its Representatives relating to this Agreement, the Merger and the other transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). Parent and its Representatives shall give the Company the opportunity to participate in (but not control) the defense and settlement of any Action against Parent and/or its Representatives relating to this Agreement, the Merger and the other transactions contemplated by this Agreement, and no such settlement shall be agreed to without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). Parent and the Company agree to cooperate with each other with respect to the defense and settlement of any Action relating to this Agreement, the Merger and the other transactions contemplated by this Agreement.

Notification of Certain Matters. During the Pre-Closing Period, each party hereto shall promptly notify the others in writing of: (a) The Company shall give prompt notice to Parentthe discovery of any event, and Parent shall give prompt notice condition, fact or circumstance that occurred or existed on or prior to the Companydate of this Agreement and that caused or constitutes a material inaccuracy in any representation or warranty made by such party in this Agreement; (b) any event, condition, fact or circumstance that occurs, arises or exists after the date of (i) the occurrence, this Agreement and that would cause or non-occurrence, of constitute a material inaccuracy in any event which could reasonably be expected to cause any of their respective representations representation or warranties contained warranty made by such party in this Agreement if such event, condition, fact or circumstance had occurred, arisen or existed on or prior to become untrue or inaccurate in the date of this Agreement; (c) any material respect breach of any covenant or obligation of such party; and (iid) any failure event, condition, fact or circumstance that would make the timely satisfaction of any of the Company, Parent conditions set forth in Section 5 or the PurchaserSection 6, as applicable, impossible or unlikely or that has had a Material Adverse Effect. Without limiting the case may begenerality of the foregoing, each party shall promptly advise the other parties in writing of any material Legal Proceeding or material claim threatened, commenced or asserted against or with respect to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and (ii) any Action commenced or, to its Knowledge, threatened in writing, relating to or involving or otherwise affecting it or any of its Subsidiaries which relates to Subsidiaries. Each of Holdings and the consummation Company shall promptly notify Parent if, during the Pre-Closing Period, it becomes aware of any officer or group of employees of the transactions contemplated by Acquired Corporations intending to terminate his, her or their employment with such Acquired Corporation within 18 months of this Agreement. (c) Notwithstanding the foregoing, (i) the delivery of any notice . No notification given pursuant to this Section 6.13 5.5 shall not limit or otherwise affect any of the remedies available hereunder to the Party receiving such notice and (ii) the failure to comply with representations, warranties, covenants or obligations contained in this Section 6.13 will not constitute the failure 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 a such condition to be so satisfiedAgreement.

Notification of Certain Matters. (a) The Company shall shall, upon obtaining knowledge of any of the following, give prompt notice to Parent, and Parent shall shall, upon obtaining knowledge of any of the following, give prompt notice to the Company, of of (i) the occurrence, or non-occurrence, any breach of any event which could reasonably be expected representation or warranty or failure to cause perform any covenant or agreement on the part of their respective representations or warranties contained such Person set forth in this Agreement that would cause the conditions set forth in Article VIII not to become untrue be satisfied; provided that the delivery of any notice pursuant to this Section 7.08 shall not limit or inaccurate otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that failure to give notice pursuant to this Section 7.08 shall not constitute a failure of a condition to the Merger set forth in any material respect and Article VIII except to the extent that the underlying fact or circumstance not so notified would, standing alone, constitute such a failure; (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any notice or other communication from any Governmental Entity in connection with the transactions contemplated Merger; (iii) any Proceedings commenced or, to the knowledge of the Company or the knowledge of Parent, threatened against the Company or any of its Subsidiaries or Parent or any of its Affiliates which, as the case may be, if pending on the date of this Agreement, would have been required to have been disclosed by this Agreement such Person pursuant to any of such Persons’ representations and warranties contained herein, or that relate to such Person’s ability to consummate the Merger; or (iv) 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 and (ii) Transactions; together, in each case, with a copy of any Action commenced orsuch notice, to its Knowledgecommunication or Proceeding; provided, threatened in writinghowever, relating to or involving or otherwise affecting it or any of its Subsidiaries which relates to the consummation of the transactions contemplated by this Agreement. (c) Notwithstanding the foregoing, (i) that the delivery of any notice pursuant to this Section 6.13 7.08 shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the Party party receiving such notice and (ii) the failure to comply with this Section 6.13 will not constitute the failure 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 a such condition to be so satisfiednotice.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure Each of the Company, Parent or and Merger Sub shall promptly notify the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement.other in writing of: (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) any notice or other communication received by such party from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person person alleging that the consent of such Person person is or may be required in connection with the transactions contemplated by this Agreement and Transactions; (iib) any Action notice or other communication received by such party from any Governmental Authority in connection with the Transactions; (c) any Actions commenced or, to its Knowledgethe knowledge of the Company or the knowledge of Parent or the knowledge of Merger Sub, threatened in writing, relating to or involving or otherwise affecting it against the Company or any of its Subsidiaries which relates to or Parent and any of its Affiliates (excluding the consummation Company and its Subsidiaries) or Merger Sub and any of its Affiliates, as the transactions contemplated by case may be, that, if pending on the date of this Agreement., would have been required to have been disclosed by such party pursuant to any party’s representations and warranties contained herein, or that relate to such party’s ability to consummate the Transactions; and (cd) Notwithstanding if a breach of any representation or warranty or failure to perform any covenant or agreement on the foregoingpart of such person set forth in this Agreement shall have occurred that would cause the conditions set forth in Section 7.01, (i) Section 7.02 and Section 7.03 not to be satisfied together, in each case, with a copy of any such notice, communication or Action; provided, that the delivery of any notice pursuant to this Section 6.13 6.06 shall not limit or otherwise affect the remedies available hereunder to the Party party receiving such notice and (ii) the notice; provided, further, that failure to comply with give notice pursuant to this Section 6.13 will 6.06 shall not constitute the a failure of any a condition to the Merger set forth in Article VII or Annex I except to be satisfied unless the extent that the underlying event would independently result in the failure breach of a representation or warranty or failure to perform any covenant or agreement not so notified would, standing alone, constitute such condition to be so satisfieda failure.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, promptly notify each other of (i) the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated by this Agreement 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 Agreement and hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation, Parent, Merger Sub, the Merger or the other transactions contemplated hereby, (iib) any Action commenced or, to its Knowledgesuch party’s knowledge, threatened in writingagainst, relating to or involving or otherwise affecting it such party or any of its Subsidiaries which relates relate to the consummation of Merger or the other transactions contemplated by this Agreement. hereby or (c) Notwithstanding the foregoingdiscovery of any fact or circumstance that, (i) or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 6.13 5.10 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit or otherwise affect the remedies available hereunder to the Party party receiving such notice and (ii) the notice; provided further, that failure to comply with this Section 6.13 will give prompt notice pursuant to clause (c) shall not constitute the a failure of any a condition to the Merger set forth in Article VII or Annex I VI, except to be satisfied unless the extent that the underlying event fact or circumstance not so notified would independently result in the failure of standing alone constitute such a such condition to be so satisfiedfailure.

Notification of Certain Matters. Subject to applicable Law, each of the Company and Parent shall promptly notify the other in writing of: (a) The Company shall give prompt any notice to Parent, and Parent shall give prompt notice to or other communication from any person alleging that the Company, consent of (i) such person is or may be required in connection with the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement.Transactions; (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any notice or other communication from any Governmental Entity Authority in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and Transactions; (iic) any Action Actions commenced or, to its Knowledgethe knowledge of the Company or the knowledge of Parent, threatened in writing, relating to or involving or otherwise affecting it against the Company or any of its Subsidiaries which relates to or Parent and any of its Subsidiaries, as the consummation case may be, that, if pending on the date of the transactions contemplated by this Agreement., would have been required to have been disclosed by such party pursuant to any of such party’s representations and warranties contained herein, or that relate to such party’s ability to consummate the Transactions; and (cd) Notwithstanding a breach of any representation or warranty or failure to perform any covenant or agreement set forth in this Agreement on the foregoingpart of such party having occurred that would cause the conditions set forth in ‎Section 7.01, (i) ‎Section 7.02 or ‎Section 7.03 not to be satisfied; together, in each case, with a copy of any such notice, communication or Action; provided, that the delivery of any notice pursuant to this Section 6.13 ‎Section 6.06 shall not cure any breach of, or non-compliance with, any provision of this Agreement, be deemed to amend or supplement the Company Disclosure Schedule, or limit or otherwise affect the remedies available hereunder to the Party party receiving such notice and (ii) the notice; provided, further, that failure to comply with this Section 6.13 will give prompt notice pursuant to ‎Section 6.06(d) shall not constitute the a failure of any a condition to the Merger set forth in Article ‎Article VII or Annex I except to be satisfied unless the extent that the underlying event would independently result in the failure breach of a representation or warranty or failure to perform any covenant or agreement not so notified would, standing alone, constitute such condition to be so satisfieda failure.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, promptly notify each other of such party obtaining actual knowledge of (i) the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) any notice or other communication received by such party from any Governmental Entity or any other Person alleging that the consent of such Governmental Entity or such Person, as applicable, is or may be required in connection with the transactions contemplated hereby, (b) any other written notice, written communication or material oral communication from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and hereby, (iic) any Action commenced or, to its Knowledgesuch party’s knowledge, threatened in writingagainst, relating to or involving or otherwise affecting it such party or any of its Subsidiaries which relates to the consummation of the transactions contemplated by this Agreement. hereby or (cd) Notwithstanding the foregoingany change, (i) the delivery condition or event that results or would reasonably be expected to result in any failure of any notice pursuant to this Section 6.13 shall not limit or otherwise affect the remedies available hereunder to the Party receiving such notice and (ii) the failure party to comply with this Section 6.13 will or satisfy in any material respect any covenant, condition or agreement (including any of the Offer Conditions or any condition set forth in Article VII) to be complied with or satisfied hereunder; provided, however, that no such notification shall affect any of the representations, warranties, covenants, rights or remedies, or the conditions to the obligations of, the parties hereunder, and provided further, that any failure to give notice in accordance with the foregoing shall not be deemed to constitute the a failure of any Offer Condition or any condition set forth in Article VII or Annex I to be satisfied satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case, unless the underlying event breach would independently result in the a failure of a such condition any Offer Condition or any of the conditions set forth in Article VII to be so satisfied.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parentkeep Parent informed, and Parent shall give prompt notice to the Company, of (i) the occurrence, or non-occurrenceon a current basis, of any event which could reasonably be expected material events, discussions, notices or changes with respect to cause any criminal or regulatory investigation or action involving the Company or any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of its Subsidiaries. Without limiting the Companyforegoing, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated by this Agreement hereby or 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 and hereby, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, (ii) any Action actions, suits, claims, investigations or proceedings commenced or, to its such party’s Knowledge, threatened in writingagainst, relating to or involving or otherwise affecting it such party or any of its Subsidiaries which relates relate to the consummation Merger or the other transactions contemplated hereby, (iii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the transactions contemplated by Conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement. (c) Notwithstanding the foregoing; provided, (i) however, that the delivery of any notice pursuant to this Section 6.13 5.11 shall not (x) cure any breach of, or non-compliance with, any other provision of this Agreement or (y) limit or otherwise affect the remedies available hereunder to the Party party receiving such notice and (ii) the notice; and, provided, further, that an unintentional failure to comply with this Section 6.13 will give prompt notice hereunder pursuant to clause (iii) shall not constitute the a failure of any condition a Condition to the Merger set forth in Article VII or Annex I VI except to be satisfied unless the extent that the underlying event fact or circumstance not so notified would independently result in the failure of standing alone constitute such a such condition to be so satisfiedfailure.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent Each party shall give prompt notice to the Company, other parties hereto of (i) the occurrence, occurrence or non-occurrence, occurrence of any event event, the occurrence or non-occurrence of which could reasonably be expected is likely to cause any representation or warranty of their respective representations or warranties such party contained in this Agreement to become be untrue or inaccurate in any material respect and at or prior to the Effective Time, (ii) any failure in any material respect of the Company, Parent or the Purchaser, as the case may be, such party to materially comply with or materially satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. hereunder, (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (iiii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement Agreement, (iv) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iiv) any Action actions, suits, claims, investigations or proceedings commenced or, to its Knowledge, Knowledge threatened in writingagainst, relating to or involving or otherwise affecting it the Company or any of its Subsidiaries which relates that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.12 or that relate to the consummation of the transactions contemplated by this Agreement. (c) Notwithstanding the foregoing; provided, (i) however, that the delivery of any notice pursuant to this Section 6.13 shall not limit or otherwise affect the any remedies available hereunder to the Party party receiving such notice notice; and (ii) provided further, however, that no disclosure by the failure Company pursuant to comply with this Section 6.13 will not constitute the failure 8.05 shall be deemed to amend or supplement any Schedule hereto or prevent or cure any misrepresentations, breach of any condition set forth in Article VII warranty or Annex I to be satisfied unless the underlying event would independently result in the failure breach of a such condition to be so satisfiedcovenant.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any notice or other communication received by such party from any Governmental Entity in connection with the Offer, the Merger or the other transactions contemplated by this Agreement hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Offer, the Merger or the other transactions contemplated by this Agreement and hereby, if the subject matter of such communication or the failure of such party to obtain such consent would reasonably be expected to be material to the Company, the Surviving Corporation or Parent, (ii) any Action actions, suits, claims, investigations or proceedings commenced or, to its Knowledgesuch party’s knowledge, threatened in writingagainst, relating to or involving or otherwise affecting it such party or any of its Subsidiaries which relates relate to the consummation Offer, the Merger or the other transactions contemplated hereby, (iii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result, or would reasonably be expected to cause or result, in any of the transactions contemplated by this Agreement. (c) Notwithstanding conditions to the foregoingOffer or the Merger set forth in Annex A or Article VII not being satisfied or satisfaction of those conditions being materially delayed; provided, (i) however, that the delivery of any notice pursuant to this Section 6.13 6.10 shall not (x) cure any breach of, or non-compliance with, any other provision of this Agreement or (y) limit or otherwise affect the remedies available hereunder to the Party party receiving such notice and (ii) notice; provided, further, that the failure to comply with this Section 6.13 will give prompt notice hereunder pursuant to clause (iii) shall not constitute the a failure of any a condition set forth in Annex A or Article VII or Annex I except to be satisfied unless the extent that the underlying event fact or circumstance not so notified would independently result in the failure of constitute such a such condition to be so satisfiedfailure.

Notification of Certain Matters. (a) The During the Pre-Closing Period, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (iia) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied written notice received by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement or such party from any Person alleging that the consent Consent of such Person is or may be required in connection with the Merger or the other transactions contemplated by this Agreement and Agreement, if the subject matter of such communication or the failure of such party to obtain such Consent could reasonably be expected to be material to the Company, the Surviving Corporation or Parent, (iib) any Action commenced or, to its Knowledge, threatened in writingagainst, relating to or involving or otherwise affecting it such party or any of its Subsidiaries which relates to the consummation of this Agreement or the transactions contemplated by this Agreement. Agreement (including the Merger) or (c) Notwithstanding the foregoing, existence of any event or circumstance that would reasonably be expected to cause any condition to the obligations of any party hereto to effect the transactions contemplated by this Agreement not to be satisfied prior to the Termination Date. This Section 6.7 shall not apply to (i) Antitrust Laws or the delivery process for obtaining FINRA Approval, each of any which is governed by Section 6.3, (ii) notification procedures relating to a Competing Proposal, which are governed by Section 6.5, or (iii) stockholder related Actions, which are governed by Section 6.19. Any such notice pursuant to this Section 6.13 6.7 shall not limit affect any representation, warranty, covenant or otherwise affect the remedies available hereunder agreement contained in this Agreement and any failure to the Party receiving make such notice (in and (iiof itself) shall not be taken into account in determining whether the failure to comply with this Section 6.13 will not constitute the failure of any condition conditions set forth in Article VII have been satisfied or Annex I give rise to be satisfied unless the underlying event would independently result any right of termination set forth in the failure of a such condition to be so satisfiedArticle VIII.

Notification of Certain Matters. (a) The Subject to applicable Law and the requirements of this Agreement, each of the Company shall give prompt notice to Parent, and Parent shall give prompt notice to promptly notify the Company, of (i) the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained other in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement.writing of: (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) any notice or other communication from any Governmental Entity Authority in connection with the transactions contemplated by this Agreement Transactions that would have the effect of preventing or from any Person alleging that materially delaying the consent of such Person is Merger or may be required in connection with the transactions contemplated by this Agreement and Transactions; (iib) any Action Actions commenced or, to its Knowledgethe knowledge of the Company or the knowledge of Parent, threatened in writing, relating to or involving or otherwise affecting it against the Company or any of its Subsidiaries which relates to or Parent and any of its Subsidiaries, as the consummation case may be, that, if pending on the date of the transactions contemplated by this Agreement., would have been required to have been disclosed by such party pursuant to any of such party’s representations and warranties contained herein, or that relate to such party’s ability to consummate the Transactions; and (c) Notwithstanding a breach of any representation or warranty or failure to perform any covenant or agreement on the foregoingpart of such party set forth in this Agreement shall have occurred that would cause the conditions set forth in Section 7.01, (i) Section 7.02 or Section 7.03 not to be satisfied; together, in each case, with a copy of any such notice, communication or Action; provided that the delivery of any notice pursuant to this Section 6.13 6.06 shall not limit or otherwise affect the remedies available hereunder to the Party party receiving such notice and (ii) the notice; provided further, that failure to comply with this give prompt notice pursuant to Section 6.13 will 6.06(c) shall not constitute the a failure of any a condition to the Merger set forth in Article VII except to the extent that the underlying breach of a representation or Annex I warranty or failure to perform any covenant or agreement not so notified would, standing alone, constitute such a failure; provided, further, that the Company’s unintentional failure to give notice under this Section 6.06 shall not be deemed to be satisfied unless the underlying event would independently result in the failure a breach of a such condition to be so satisfiedcovenant under this Section 6.06.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent Each party shall give prompt notice to the Company, other parties hereto of (i) the occurrence, occurrence or non-occurrence, occurrence of any event event, the occurrence or non-occurrence of which could reasonably be expected is likely to cause any representation or warranty of their respective representations or warranties such party contained in this Agreement to become be untrue or inaccurate in any material respect and at or prior to the Effective Time, (ii) any failure in any material respect of the Company, Parent or the Purchaser, as the case may be, such party to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. hereunder, (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (iiii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement Agreement, (iv) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement, and (iiv) any Action actions, suits, claims, investigations or proceedings commenced or, to its Knowledge, Knowledge threatened in writingagainst, relating to or involving or otherwise affecting it the Company or any of its Subsidiaries which relates that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.11 or that relate to the consummation of the transactions contemplated by this Agreement. (c) Notwithstanding the foregoing; provided, (i) however, that the delivery of any notice pursuant to this Section 6.13 6.09 shall not limit or otherwise affect the any remedies available hereunder to the Party party receiving such notice notice; and (ii) provided further, however, that no disclosure by the failure Company pursuant to comply with this Section 6.13 will not constitute the failure 6.09 shall be deemed to amend or supplement any Schedule hereto or prevent or cure any misrepresentations, breach of any condition set forth in Article VII warranty or Annex I to be satisfied unless the underlying event would independently result in the failure breach of a such condition to be so satisfiedcovenant.

Notification of Certain Matters. (a) The Prior to Closing each of Seller and each Selling Company shall give prompt notice to ParentPurchaser, and Parent Purchaser shall give prompt notice to the CompanySeller, of (i) the occurrence, or non-occurrencefailure to occur, of any event which could reasonably be expected occurrence or failure such party believes (A) would result in the failure to cause satisfy any of their respective representations the conditions set forth in Section 6.1 and Section 6.2 (in the case of Seller) or warranties contained Section 6.1 and Section 6.3 (in the case of Purchaser), (B) is materially adverse to the ability of such party to perform its obligations under this Agreement to become untrue or inaccurate in (C) would materially interfere with or delay the consummation of any material respect and of the transactions contemplated hereby, (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any written notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement or received from any Person alleging alleg- ing that the consent of such Person is or may be required in connection connec- tion with the transactions contemplated by this Agreement Agreement, the failure of which to obtain such party believes would have a Material Adverse Effect, (iii) any notice or other communication from any Governmental Authority in connection with the transactions contem- plated by this Agreement, (iv) any Actions that, if pending or threatened on the date hereof, would have been required to have been disclosed on Schedule 3.9, and (iiv) any Action commenced orActions that, to its Knowledgethe Knowl- edge of Seller, threatened in writing, relating relate to or involving or otherwise affecting it or any of its Subsidiaries which relates to the that consummation of the transactions purchase of the Sold Shares contemplated by this Agreement. (c) Notwithstanding hereby, provided, however, that the foregoingdeliv- ery of, (i) the delivery of or failure to deliver, any notice pursuant to this Section 6.13 5.15 shall not limit or otherwise affect the remedies available hereunder representations, warranties, covenants or agreements of any party hereto (other than the agreements contained in this Section 5.15) or any conditions to the Party receiving such notice and (ii) the failure to comply with this Section 6.13 will not constitute the failure obligations of any condition set forth in Article VII party or Annex I the rights (including the rights to be satisfied unless the underlying event would independently result in the failure indemnification) or remedies of a such condition to be so satisfiedany party hereunder.

Notification of Certain Matters. (a) The Company Ameritrade and Datek shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence, or non-occurrence, Purchaser of any event which could reasonably be expected to cause any of their respective representations representation or warranties warranty made by them contained in this Agreement to become becoming untrue or inaccurate inaccurate, or any failure of Ameritrade or Datek to comply with or satisfy in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it them under this Agreement, in each case, such that the conditions set forth in Section 6.2(a) or Section 6.2(b) would not be satisfied; provided, however, that any non-compliance with the foregoing shall not constitute the failure to be satisfied of a condition set forth in Article VI or give rise to any right of termination under Article VII unless the underlying breach shall independently constitute such a failure or give rise to such a right. (b) The Company TD and Purchaser shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, Datek of (i) any notice representation or other communication from any Governmental Entity warranty made by them contained in connection with the transactions contemplated by this Agreement becoming untrue or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and (ii) any Action commenced orinaccurate, to its Knowledge, threatened in writing, relating to or involving or otherwise affecting it or any failure of its Subsidiaries which relates to the consummation of the transactions contemplated by this Agreement. (c) Notwithstanding the foregoing, (i) the delivery of any notice pursuant to this Section 6.13 shall not limit TD or otherwise affect the remedies available hereunder to the Party receiving such notice and (ii) the failure Purchaser to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by them under this Agreement, in each case, such that the conditions set forth in Section 6.13 will 6.3(a) and Section 6.3(b) would not be satisfied; provided, however, that any non-compliance with the foregoing shall not constitute the failure to be satisfied of any a condition set forth in Article VI or give rise to any right of termination under Article VII or Annex I to be satisfied unless the underlying event would breach shall independently result in the constitute such a failure of or give rise to such a such condition to be so satisfiedright.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent Each Party shall give prompt notice to the Company, other of (i) the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which could would be reasonably be expected likely to cause (A) any of their respective representations representation or warranties warranty contained in this Agreement to become be untrue or inaccurate in any material respect or (B) any covenant, condition or agreement made by such Party in this Agreement not to be complied with or satisfied in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, such Party to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (bhereunder in any material respect. Subject to Section 6.6(b) The Company shall give prompt notice to Parentor as otherwise expressly provided herein, and Parent shall give prompt notice to the Company, of (i) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and (ii) any Action commenced or, to its Knowledge, threatened in writing, relating to or involving or otherwise affecting it or any of its Subsidiaries which relates to the consummation of the transactions contemplated by this Agreement. (c) Notwithstanding the foregoing, (i) the delivery of any notice pursuant to this Section 6.13 6.6(a) shall not limit or otherwise affect the remedies available hereunder to of the Party receiving such notice and notice. (iib) Upon the failure to comply with this Section 6.13 will not constitute occurrence after the failure date hereof of any condition set forth event, fact or circumstance which would cause any of the representations or warranties in Article VII or Annex I Section 4.10 to be satisfied unless false, inaccurate or breached, and upon the underlying event would independently result delivery of any notice thereof to Tandy pursuant to Section 6.6(a), Tandy shall be deemed to have waived any claim for damages, Losses (as defined herein at Section 9.2) or any other remedy or relief arising therefrom and Tandy shall be entitled to terminate this Agreement to the extent provided in the failure of a such condition to be so satisfiedSection 10.1(c).

Notification of Certain Matters. (a) The From and after the date of this Agreement until the earlier to occur of the Effective Date or termination of this Agreement in accordance with its terms, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) any notice or other communication received by such party from any Governmental Entity in connection with the transactions contemplated Merger or the other Transactions, including with respect to the Required Approvals; (b) any notice or other communication received by this Agreement or such party from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and Merger or the other 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 Company or Parent; (iic) any Action Legal Proceedings commenced or, to its Knowledgesuch party’s knowledge, threatened in writingagainst, relating to or involving or otherwise affecting it such party or any of its Subsidiaries which relates that relate to the consummation Merger or the other Transactions and (d) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, could reasonably be expected to cause or result in any of the transactions contemplated by conditions to the Merger set forth in Article VIII not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement. (c) Notwithstanding the foregoing, (i) ; provided that the delivery of any notice pursuant to this Section 6.13 7.9 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit or otherwise affect the remedies available hereunder to the Party party hereto receiving such notice and (ii) or the failure representations or warranties of the parties hereto, or the conditions to comply with this Section 6.13 will not constitute the failure obligations 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 a such condition to be so satisfiedparties hereto.

Notification of Certain Matters. Each party hereto (athe "Notifying Party") The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, other parties hereto of (i) the occurrence, occurrence or non-occurrence, nonoccurrence of any event event, the occurrence or nonoccurrence of which could reasonably would be expected likely to cause any representation or warranty of their respective representations or warranties the Notifying Party contained in this Agreement to become be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of the Company, Parent or the Purchaser, as the case may be, Notifying Party to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parenthereunder, and Parent shall give prompt notice to the Companyprovided, of (i) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging however, that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and (ii) any Action commenced or, to its Knowledge, threatened in writing, relating to or involving or otherwise affecting it or any of its Subsidiaries which relates to the consummation of the transactions contemplated by this Agreement. (c) Notwithstanding the foregoing, (i) the delivery of any notice pursuant to this Section 6.13 5.4 shall not cure such failure or limit or otherwise affect the remedies available hereunder to the Party parties receiving such notice notice. Without limiting the generality of the foregoing, from the date hereof through the earlier of the Closing Date and (ii) the failure to comply with this Section 6.13 will not constitute the failure date of any condition set forth in Article VII termination of this Agreement pursuant to Section 8.1 hereof, the Notifying Party shall promptly notify the other parties hereto of any action or Annex I proceeding of the type required to be satisfied unless described in Section 2.8 or 4.6 hereof that is commenced or, to its knowledge, threatened against the underlying event would independently result Notifying Party, or against any officer or director of the Notifying Party or any of its Subsidiaries with respect to the affairs of the Notifying Party, and of any request for additional information or documentary materials by any Governmental Authority in connection with the failure of a such condition to be so satisfiedtransactions contemplated hereby.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect and (ii) any failure of the Company, Parent or the Purchaser, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any notice or other communication received by such party from any Governmental Entity in connection with the Offer or the Merger or the other transactions contemplated by this Agreement hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Offer or the Merger or the other transactions contemplated by this Agreement and hereby, (ii) any Action Actions commenced or, to its such party’s Knowledge, threatened in writingagainst, relating to or involving or otherwise affecting it such party or any of its Subsidiaries which relates relate to the consummation Offer or the Merger or the other transactions contemplated hereby or (iii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the transactions contemplated by conditions to the Offer or the Merger set forth in Annex A or Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement. (c) Notwithstanding the foregoing; provided, (i) however, that the delivery of any notice pursuant to this Section 6.13 5.9 shall not (x) cure any breach of, or non-compliance with, any other provision of this Agreement or (y) limit or otherwise affect the remedies available hereunder to the Party party receiving such notice and (ii) notice; and, provided, further, that the failure to comply with this Section 6.13 will give prompt notice hereunder pursuant to clause (iii) shall not constitute the a failure of any a condition to the Offer or the Merger set forth in Annex A or Article VII or Annex I VI except to be satisfied unless the extent that the underlying event fact or circumstance not so notified would independently result in the failure of standing alone constitute such a such condition to be so satisfiedfailure.

Notification of Certain Matters. (a) The Company shall give prompt notice From the date hereof until the earlier of the Effective Time or the termination of this Agreement pursuant to ParentArticle VII, and Parent shall give prompt notice to the Company, and the Company shall give prompt notice to Parent, of (ia) the occurrence, or non-occurrencefailure to occur, of any event event, which could occurrence or failure to occur is reasonably be expected likely to cause any representation or warranty of their respective representations or warranties such party contained in this Agreement to become be untrue or inaccurate such that the condition set forth in Section 6.2(a) or Section 6.3(a) could not be satisfied, in each case at any time from and after the date of the Agreement until the Effective Time or (b) any material respect and (ii) any failure of the Company, Parent and the Merger Sub or the PurchaserCompany, as the case may be, to materially comply with or materially satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (bAgreement such that the condition set forth in Section 6.2(a) The Company shall give prompt notice to Parentor Section 6.3(a) could not be satisfied, in each case at any time from and Parent shall give prompt notice to after the Company, date of (i) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement or from any Person alleging until the Closing Date; provided, that the consent unintentional failure to give notice under this Section 5.12 shall not be deemed to be a breach of such Person is or may be required in connection with the transactions contemplated by covenant under this Agreement Section 5.12 and (ii) any Action commenced or, to its Knowledge, threatened in writing, relating to or involving or otherwise affecting it or any of its Subsidiaries which relates to the consummation shall constitute only a breach of the transactions contemplated by this Agreement. (c) underlying representation, warranty, covenant, condition or agreement, as the case may be. Notwithstanding the foregoingabove, (i) the delivery of any notice pursuant to this Section 6.13 shall 5.12 will not limit or otherwise affect the remedies available hereunder to the Party party receiving such notice and (ii) or the failure conditions to comply with this Section 6.13 will not constitute such party’s obligation to consummate the failure 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 a such condition to be so satisfiedMerger.