Common use of Other Actions; Notification Clause in Contracts

Other Actions; Notification. (a) The Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part (or, as to the Company, on the part of any of its stockholders) under this Agreement and applicable Laws to consummate and make effective the Transactions as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings and other documents and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Authority in order to consummate the Transactions. Without limiting the generality of the foregoing, the Company and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other governmental body in connection with antitrust or related matters. Each of the Company and Parent shall (i) give the other party prompt notice of the commencement of any material legal proceeding by or before any court or other governmental body with respect to the Transactions, (ii) keep the other party informed as to the status of any such legal proceeding and (iii) except as may be prohibited by any governmental body or by any legal requirement, permit the other party to be present at each meeting or conference relating to any such legal proceeding and to have access to and be consulted in connection with any document filed with or provided to any governmental body in connection with any such legal proceeding. Nothing in this Section 6.4 shall require, or be construed to require, Parent or the Company, or any of their Subsidiaries, to proffer to, or agree to, any divestiture by Parent or the Company, or any of their respective Subsidiaries or affiliates, of shares of capital stock or of any business, assets or properties thereof, the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties or stock, or any other concession to any Governmental Authority, that Parent concludes is reasonably likely to materially reduce the economic or business benefits Parent expects, as of the date hereof, to realize from the Merger. (b) Subject to applicable laws relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, all information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Authority in connection with the Transactions, including any Financing Activities. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable. Without limiting the foregoing, the Company and Parent each shall, upon reasonable request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Authority in connection with the Transactions, including any Financing Activities; provided that any actions requested by Parent related to the Financing Activities shall be at Parent's sole cost and expense. None of such information furnished by the Company, its Subsidiaries or any of its stockholders will, at the time provided or at any time such information is provided to third parties or filed with any Governmental Authority, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall promptly advise the Parent in writing if, at any time prior to the Effective Time, the Company obtains Knowledge of any facts that would make it necessary or advisable to supplement or amend any materials containing information concerning itself, its Subsidiaries, directors, officers or stockholders or such other matters, including materials provided to third parties or filed with any Governmental Authority in connection with any Financing Activities. Merger Agmt - 47 - (c) Upon written request by Parent, the Company shall make at least one of its executive officers (and, if the Company designates only one executive officer, at least one other senior employee reasonably acceptable to Parent) available to participate in the road show or other presentations which may be conducted in connection with any Financing Activities. The costs and expenses of such participation shall be borne by Parent. (d) The Company shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, of (a) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which causes or is likely to cause any representation or warranty of the Company, Public Sub or Parent or the Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (b) any failure of the Company, Public Sub or Parent or the Sub, respectively, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 6.4 shall not limit or otherwise affect the other party's right to rely on the representations and warranties herein or any of the other remedies available to the party receiving such notice; provided further that if any party has Knowledge of a breach of a representation or warranty by the other party (the "Breaching Party") prior to the Effective Time (other than with respect to a breach of Section 4.3, 4.12(u), 4.15(a), 4.24 or Section 4.25 for which the stockholders and the holders of the CVC Warrants shall be obligated to indemnify the Parent Indemnitees in accordance with Section 8.2 hereof), and such party elects to consummate the Merger, then the Breaching Party's Disclosure Schedule shall be deemed (other than with respect to Sections 4.3, 4.12(u), 4.15(a), 4.24 and 4.25) to have been amended so as to have cured such breach and such party shall not be entitled to indemnification for any Losses in connection with such breach under Article VIII hereof. Notwithstanding anything contained herein to the contrary, Knowledge of a breach of the representations and warranties contained in Sections 4.3, 4.12(u), 4.15(a), 4.24 and 4.25 will under no circumstances have the effect of amending or in anyway qualifying the representations and warranties contained in Sections 4.3, 4.12(u), 4.15(a), 4.24 or 4.25 or curing any misrepresentation or breach of warranty with respect to Sections 4.3, 4.12(u), 4.15(a), 4.24 and 4.25, and the Parent Indemnitees shall be entitled to indemnification for any Losses pursuant to Section 8.2 in connection with such breaches under Sections 4.3, 4.12(u), 4.15(a), 4.24 and 4.25 regardless thereof. The parties acknowledge and agree that the burden of proof for proving that a party had Knowledge of a breach of a representation or warranty by a Breaching Party prior to the Effective Time shall be on the Breaching Party and in no event shall constructive knowledge, imputed knowledge or similar concepts of deemed knowledge be deemed to constitute Knowledge for purposes of this Section 6.4(d) and any litigation or proceedings related thereto.

Other Actions; Notification. (a) The Company and the Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part (or, as to the Company, on the part of any of its stockholders) under this Agreement and applicable Laws to consummate and make effective the Transactions Merger and the other transactions contemplated by this Agreement as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings reports and other documents filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Authority Entity in order to consummate the Transactions. Without limiting the generality of the foregoing, the Company and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other governmental body in connection with antitrust or related matters. Each of the Company and Parent shall (i) give the other party prompt notice of the commencement of any material legal proceeding by or before any court or other governmental body with respect to the Transactions, (ii) keep the other party informed as to the status of any such legal proceeding and (iii) except as may be prohibited by any governmental body or by any legal requirement, permit the other party to be present at each meeting or conference relating to any such legal proceeding and to have access to and be consulted in connection with any document filed with or provided to any governmental body in connection with any such legal proceeding. Nothing in this Section 6.4 shall require, or be construed to require, Parent or the Company, Merger or any of their Subsidiaries, to proffer to, or agree to, any divestiture the other transactions contemplated by Parent or the Company, or any of their respective Subsidiaries or affiliates, of shares of capital stock or of any business, assets or properties thereof, the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties or stock, or any other concession to any Governmental Authority, that Parent concludes is reasonably likely to materially reduce the economic or business benefits Parent expects, as of the date hereof, to realize from the Merger. (b) this Agreement. Subject to applicable laws relating to the exchange of information, the Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to the Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Authority Entity in connection with the Transactions, including any Financing ActivitiesMerger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the Company and the Parent shall act reasonably and as promptly as practicable. Without limiting the foregoing, the . (b) The Company and the Parent each shall, upon reasonable request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of the Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Authority Entity in connection with the TransactionsMerger and the transactions contemplated by this Agreement. (c) The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including any Financing Activities; provided that any actions requested promptly furnishing the other with copies of notice or other communications received by the Parent related to the Financing Activities shall be at Parent's sole cost and expense. None of such information furnished by or the Company, its Subsidiaries as the case may be, or any of its stockholders willSubsidiaries, at the time provided or at from any time such information is provided to third parties or filed with party and/or any Governmental Authority, contain any untrue statement of a material fact or omit Entity with respect to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of Merger and the circumstances under which they were made, not misleadingother transactions contemplated by this Agreement. The Company shall promptly advise and the Parent in writing if, at any time prior to the Effective Time, the Company obtains Knowledge of any facts that would make it necessary or advisable to supplement or amend any materials containing information concerning itself, its Subsidiaries, directors, officers or stockholders or such other matters, including materials provided to third parties or filed with any Governmental Authority in connection with any Financing Activities. Merger Agmt - 47 - (c) Upon written request by Parent, the Company shall make at least one of its executive officers (and, if the Company designates only one executive officer, at least one other senior employee reasonably acceptable to Parent) available to participate in the road show or other presentations which may be conducted in connection with any Financing Activities. The costs and expenses of such participation shall be borne by Parent. (d) The Company each shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, of (a) the occurrence or non-occurrence other of any event, the occurrence or non-occurrence of which causes or change that is reasonably likely to cause any representation or warranty of the Company, Public Sub result in a Company Material Adverse Effect or Parent or the SubMaterial Adverse Effect, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (b) any failure of the Company, Public Sub or Parent or the Sub, respectively, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 6.4 shall not limit or otherwise affect the other party's right to rely on the representations and warranties herein or any of the other remedies available to the party receiving such notice; provided further that if any party has Knowledge of a breach of a representation or warranty by the other party (the "Breaching Party") prior to the Effective Time (other than with respect to a breach of Section 4.3, 4.12(u), 4.15(a), 4.24 or Section 4.25 for which the stockholders and the holders of the CVC Warrants shall be obligated to indemnify the Parent Indemnitees in accordance with Section 8.2 hereof), and such party elects to consummate the Merger, then the Breaching Party's Disclosure Schedule shall be deemed (other than with respect to Sections 4.3, 4.12(u), 4.15(a), 4.24 and 4.25) to have been amended so as to have cured such breach and such party shall not be entitled to indemnification for any Losses in connection with such breach under Article VIII hereof. Notwithstanding anything contained herein to the contrary, Knowledge of a breach of the representations and warranties contained in Sections 4.3, 4.12(u), 4.15(a), 4.24 and 4.25 will under no circumstances have the effect of amending or in anyway qualifying the representations and warranties contained in Sections 4.3, 4.12(u), 4.15(a), 4.24 or 4.25 or curing any misrepresentation or breach of warranty with respect to Sections 4.3, 4.12(u), 4.15(a), 4.24 and 4.25, and the Parent Indemnitees shall be entitled to indemnification for any Losses pursuant to Section 8.2 in connection with such breaches under Sections 4.3, 4.12(u), 4.15(a), 4.24 and 4.25 regardless thereof. The parties acknowledge and agree that the burden of proof for proving that a party had Knowledge of a breach of a representation or warranty by a Breaching Party prior to the Effective Time shall be on the Breaching Party and in no event shall constructive knowledge, imputed knowledge or similar concepts of deemed knowledge be deemed to constitute Knowledge for purposes of this Section 6.4(d) and any litigation or proceedings related thereto.

Other Actions; Notification. (a) The Company and Parent shall cooperate Subject to compliance with each other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part (or, as to the Company, on the part of any of its stockholders) under this Agreement and applicable Laws to consummate and make effective the Transactions as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings and other documents and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Authority in order to consummate the Transactions. Without limiting the generality of the foregoingLaw, the Company and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other governmental body in connection with antitrust or related matters. Each of the Company and Parent shall (i) give the other party prompt notice of the commencement of any material legal proceeding by or before any court or other governmental body with respect to the Transactions, (ii) keep the other party informed as to the status of any such legal proceeding and (iii) except as may be prohibited by any governmental body or by any legal requirement, permit the other party to be present at each meeting or conference relating to any such legal proceeding and to have access to and be consulted in connection with any document filed with or provided to any governmental body in connection with any such legal proceeding. Nothing in this Section 6.4 shall require, or be construed to require, Parent or the Company, or any of their Subsidiaries, to proffer to, or agree to, any divestiture by Parent or the Company, or any of their respective Subsidiaries or affiliates, of shares of capital stock or of any business, assets or properties thereof, the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties or stock, or any other concession to any Governmental Authority, that Parent concludes is reasonably likely to materially reduce the economic or business benefits Parent expects, as of the date hereof, to realize from the Merger. (b) Subject to applicable laws relating to the exchange of information, Parent and the Company Sellers shall have the right to review in advance, and to the extent practicable each will consult the other with Buyer on, all information relating to Parent or the CompanyBusiness, as the case may be, Sellers and any of their respective Subsidiaries, the Eldorado Entities that appear Buyer proposes to include in any filing made with, or written materials submitted to, any third party and/or any Governmental Authority in connection with the Financing of the transactions contemplated in this Agreement (the "Transactions"), including any Financing Activitieswhich may include, but not be limited to a Rule 144A offering memorandum that includes the financial information set forth in the Financial Statements, as well as pro forma financial information with respect to the Eldorado Entities, and one or more related Current Reports on Form 8-K to be filed by Buyer. In exercising the foregoing right, each of the Company and Parent Sellers shall act reasonably and as promptly as practicable. Without limiting the foregoing, the Company and Parent each Sellers shall, upon reasonable request by the otherBuyer, furnish the other Buyer with all information concerning itself, its Subsidiariesthe Eldorado Entities, their directors, officers and stockholders stockholders, the Business and such other matters as may be necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries Buyer to any third party and/or any Governmental Authority in connection with the Transactions, including any Financing Activities; provided that Financing. Sellers shall be reimbursed for all out-of-pocket expenses incurred by them for any actions requested by Parent the Buyer related to the Financing Activities shall be at Parent's sole cost and expenseFinancing. None of such The information furnished by the Company, its Subsidiaries Sellers or any of its stockholders willthe Eldorado Entities shall conform in all material respects to the representations and warranties included in Sections 3 and 4 hereof and nothing herein shall be deemed to expand or otherwise modify any of such representations and warranties or Sellers' liability for any breach thereof. Upon Buyer's written request, at the time provided Sellers shall, or at any time such information is provided to third parties or filed with any Governmental Authority, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make shall cause the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall promptly advise the Parent in writing ifEldorado Entities to, at any time prior to the Effective TimeClosing confirm, to their Knowledge, the Company obtains Knowledge existence or absence of any facts identified by Buyer that would make it necessary or advisable to supplement or amend any materials containing information concerning itselfthe Sellers, its Subsidiariesthe Eldorado Entities, or their directors, officers or stockholders or such other matters, including materials members provided to third parties or filed with any Governmental Authority in connection with any Financing Activities. Merger Agmt - 47 - (c) Upon written request by Parent, the Company shall make at least one of its executive officers (and, if the Company designates only one executive officer, at least one other senior employee reasonably acceptable to Parent) available to participate in the road show or other presentations which may be conducted in connection with any Financing Activities. The costs and expenses of such participation shall be borne by ParentFinancing. (d) The Company shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, of (a) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which causes or is likely to cause any representation or warranty of the Company, Public Sub or Parent or the Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (b) any failure of the Company, Public Sub or Parent or the Sub, respectively, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 6.4 shall not limit or otherwise affect the other party's right to rely on the representations and warranties herein or any of the other remedies available to the party receiving such notice; provided further that if any party has Knowledge of a breach of a representation or warranty by the other party (the "Breaching Party") prior to the Effective Time (other than with respect to a breach of Section 4.3, 4.12(u), 4.15(a), 4.24 or Section 4.25 for which the stockholders and the holders of the CVC Warrants shall be obligated to indemnify the Parent Indemnitees in accordance with Section 8.2 hereof), and such party elects to consummate the Merger, then the Breaching Party's Disclosure Schedule shall be deemed (other than with respect to Sections 4.3, 4.12(u), 4.15(a), 4.24 and 4.25) to have been amended so as to have cured such breach and such party shall not be entitled to indemnification for any Losses in connection with such breach under Article VIII hereof. Notwithstanding anything contained herein to the contrary, Knowledge of a breach of the representations and warranties contained in Sections 4.3, 4.12(u), 4.15(a), 4.24 and 4.25 will under no circumstances have the effect of amending or in anyway qualifying the representations and warranties contained in Sections 4.3, 4.12(u), 4.15(a), 4.24 or 4.25 or curing any misrepresentation or breach of warranty with respect to Sections 4.3, 4.12(u), 4.15(a), 4.24 and 4.25, and the Parent Indemnitees shall be entitled to indemnification for any Losses pursuant to Section 8.2 in connection with such breaches under Sections 4.3, 4.12(u), 4.15(a), 4.24 and 4.25 regardless thereof. The parties acknowledge and agree that the burden of proof for proving that a party had Knowledge of a breach of a representation or warranty by a Breaching Party prior to the Effective Time shall be on the Breaching Party and in no event shall constructive knowledge, imputed knowledge or similar concepts of deemed knowledge be deemed to constitute Knowledge for purposes of this Section 6.4(d) and any litigation or proceedings related thereto.

Other Actions; Notification. (a) The Company and Parent Novartis shall cooperate with each other and use (and the Company shall its Subsidiaries to use and Novartis shall cause their respective Subsidiaries its Affiliates to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part (or, as to the Company, on the part of any of its stockholders) under this Agreement and applicable Laws Law to consummate and make effective the Transactions Offer and the Merger and the other transactions contemplated hereby as soon as practicable, including preparing . (b) Each of the Company and filing Novartis shall as promptly as practicable all documentation practicable, following the execution and delivery of this Agreement, file with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form, if any, required for the consummation of the Offer and the Merger under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 (the “HSR Act”), and file such other filings and notifications as are required under Law in foreign jurisdictions governing merger control and/or foreign investment control and provide any supplemental information requested in connection therewith pursuant to effect all necessary applications, notices, petitionsthe HSR Act or any other such other Law. Any such notification and report form, filings and supplemental information shall be in substantial compliance with the requirements of the HSR Act or any other documents such other Law. Each of the Company and Novartis shall furnish to obtain the other such necessary information and reasonable assistance as promptly the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act or any other such Law. (c) Subject to any confidentiality obligations, the Company and Novartis each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, furnishing the other with copies of filings with and notices or other communications received by Novartis or its Affiliates or the Company or any of its Subsidiaries, as practicable all consentsthe case may be, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Authority in order to consummate the Transactions. Without limiting the generality of the foregoing, the Company and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other governmental body in connection with antitrust or related matters. Each of the Company and Parent shall (i) give the other party prompt notice of the commencement of any material legal proceeding by or before any court or other governmental body Entity with respect to the Transactions, (ii) keep Offer and the Merger and the other party informed as to the status of any such legal proceeding and (iii) except as may be prohibited by any governmental body or by any legal requirement, permit the other party to be present at each meeting or conference relating to any such legal proceeding and to have access to and be consulted in connection with any document filed with or provided to any governmental body in connection with any such legal proceeding. Nothing in this Section 6.4 shall require, or be construed to require, Parent or the Company, or any of their Subsidiaries, to proffer to, or agree to, any divestiture by Parent or the Company, or any of their respective Subsidiaries or affiliates, of shares of capital stock or of any business, assets or properties thereof, the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties or stock, or any other concession to any Governmental Authority, that Parent concludes is reasonably likely to materially reduce the economic or business benefits Parent expects, as of the date hereof, to realize from the Merger. (b) Subject to applicable laws relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, all information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Authority in connection with the Transactions, including any Financing Activities. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable. Without limiting the foregoing, the Company and Parent each shall, upon reasonable request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Authority in connection with the Transactions, including any Financing Activities; provided that any actions requested by Parent related to the Financing Activities shall be at Parent's sole cost and expense. None of such information furnished by the Company, its Subsidiaries or any of its stockholders will, at the time provided or at any time such information is provided to third parties or filed with any Governmental Authority, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall promptly advise the Parent in writing if, at any time prior to the Effective Time, the Company obtains Knowledge of any facts that would make it necessary or advisable to supplement or amend any materials containing information concerning itself, its Subsidiaries, directors, officers or stockholders or such other matters, including materials provided to third parties or filed with any Governmental Authority in connection with any Financing Activities. Merger Agmt - 47 - (c) Upon written request by Parent, the Company shall make at least one of its executive officers (and, if the Company designates only one executive officer, at least one other senior employee reasonably acceptable to Parent) available to participate in the road show or other presentations which may be conducted in connection with any Financing Activities. The costs and expenses of such participation shall be borne by Parenttransactions contemplated hereby. (d) The Company shall give prompt written notice Each party hereby agrees to Parent, perform any further acts and Parent shall give prompt written notice to execute and deliver any documents which may be reasonably necessary to carry out the Company, of (a) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which causes or is likely to cause any representation or warranty of the Company, Public Sub or Parent or the Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (b) any failure of the Company, Public Sub or Parent or the Sub, respectively, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 6.4 shall not limit or otherwise affect the other party's right to rely on the representations and warranties herein or any of the other remedies available to the party receiving such notice; provided further that if any party has Knowledge of a breach of a representation or warranty by the other party (the "Breaching Party") prior to the Effective Time (other than with respect to a breach of Section 4.3, 4.12(u), 4.15(a), 4.24 or Section 4.25 for which the stockholders and the holders of the CVC Warrants shall be obligated to indemnify the Parent Indemnitees in accordance with Section 8.2 hereof), and such party elects to consummate the Merger, then the Breaching Party's Disclosure Schedule shall be deemed (other than with respect to Sections 4.3, 4.12(u), 4.15(a), 4.24 and 4.25) to have been amended so as to have cured such breach and such party shall not be entitled to indemnification for any Losses in connection with such breach under Article VIII hereof. Notwithstanding anything contained herein to the contrary, Knowledge of a breach of the representations and warranties contained in Sections 4.3, 4.12(u), 4.15(a), 4.24 and 4.25 will under no circumstances have the effect of amending or in anyway qualifying the representations and warranties contained in Sections 4.3, 4.12(u), 4.15(a), 4.24 or 4.25 or curing any misrepresentation or breach of warranty with respect to Sections 4.3, 4.12(u), 4.15(a), 4.24 and 4.25, and the Parent Indemnitees shall be entitled to indemnification for any Losses pursuant to Section 8.2 in connection with such breaches under Sections 4.3, 4.12(u), 4.15(a), 4.24 and 4.25 regardless thereof. The parties acknowledge and agree that the burden of proof for proving that a party had Knowledge of a breach of a representation or warranty by a Breaching Party prior to the Effective Time shall be on the Breaching Party and in no event shall constructive knowledge, imputed knowledge or similar concepts of deemed knowledge be deemed to constitute Knowledge for purposes provisions of this Section 6.4(d) and any litigation or proceedings related theretoAgreement.

Other Actions; Notification. (a) The Company and Parent ▇▇▇▇▇▇▇▇ shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts (i) to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part (or, as to the Company, on the part of any of its stockholders) under this Agreement and the applicable Laws to consummate and make effective the Transactions Exchange and the other transactions contemplated by this Agreement as soon as practicable, including (A) obtaining opinions of their respective accountants, if required, (B) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings and other documents documents, and (C) instituting court actions or other proceedings necessary to obtain the approvals required to consummate the Exchange or the other transactions contemplated by this Agreement or defending or otherwise opposing all court actions or other proceedings instituted by a Governmental Entity or other Person for purposes of preventing the consummation of the Exchange and the other transactions contemplated by this Agreement and (ii) to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Authority Entity in order to consummate the Transactions. Without limiting the generality Exchange or any of the foregoingother transactions contemplated by this Agreement; provided, the Company and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other governmental body in connection with antitrust or related matters. Each of the Company and Parent shall (i) give the other party prompt notice of the commencement of any material legal proceeding by or before any court or other governmental body with respect to the Transactionshowever, (ii) keep the other party informed as to the status of any such legal proceeding and (iii) except as may be prohibited by any governmental body or by any legal requirement, permit the other party to be present at each meeting or conference relating to any such legal proceeding and to have access to and be consulted in connection with any document filed with or provided to any governmental body in connection with any such legal proceeding. Nothing that nothing in this Section 6.4 7.3(a) shall requirerequire either party to agree to any divestitures or hold separate or similar arrangements in order to obtain approval of the transactions contemplated by this Agreement if such divestitures or arrangements would reasonably be expected to have a Material Adverse Effect on the Company or ▇▇▇▇▇▇▇▇, or be construed to require, Parent or the Company, or any of their Subsidiaries, to proffer to, or agree to, any divestiture by Parent or the Company, or any of their respective Subsidiaries or affiliates, of shares of capital stock or of any business, assets or properties thereof, the imposition of any material limitation a Material Adverse Effect on the ability of any of them to conduct their business or to own or exercise control of such assets, properties or stock, or any other concession to any Governmental Authority, that Parent concludes is reasonably likely to materially reduce the economic or business expected benefits Parent expects, as of the date hereof, Exchange to realize from the Merger. (b) Company or ▇▇▇▇▇▇▇▇. Subject to applicable laws Laws relating to the exchange of information, Parent and the Company and ▇▇▇▇▇▇▇▇ shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Parent the Company or the Company▇▇▇▇▇▇▇▇, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Authority Entity in connection with the Transactions, including any Financing ActivitiesExchange and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the Company and Parent ▇▇▇▇▇▇▇▇ shall act reasonably and as promptly as practicable. Without limiting the foregoing, the . (b) The Company and Parent ▇▇▇▇▇▇▇▇ each shall, upon reasonable request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with any statementRegistration Statement or filing with the SEC made by ▇▇▇▇▇▇▇▇ or the Company in connection with the Exchange and the transactions contemplated by this Agreement. (c) The Company and ▇▇▇▇▇▇▇▇ each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement, filing, including promptly furnishing the other with copies of notice or application made other communications received by or on behalf of Parent, the Company or ▇▇▇▇▇▇▇▇, as the case may be, or any of their respective its Subsidiaries to or, from any third party and/or any Governmental Authority in connection Entity with the Transactions, including any Financing Activities; provided that any actions requested by Parent related respect to the Financing Activities shall be at Parent's sole cost Exchange and expensethe other transactions contemplated by this Agreement. None of such information furnished by the Company, its Subsidiaries or any of its stockholders will, at the time provided or at any time such information is provided to third parties or filed with any Governmental Authority, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light Each of the circumstances under which they were made, not misleading. The Company shall promptly advise the Parent in writing if, at any time prior to the Effective Time, the Company obtains Knowledge of any facts that would make it necessary or advisable to supplement or amend any materials containing information concerning itself, its Subsidiaries, directors, officers or stockholders or such other matters, including materials provided to third parties or filed with any Governmental Authority in connection with any Financing Activities. Merger Agmt - 47 - (c) Upon written request by Parent, the Company shall make at least one of its executive officers (and, if the Company designates only one executive officer, at least one other senior employee reasonably acceptable to Parent) available to participate in the road show or other presentations which may be conducted in connection with any Financing Activities. The costs and expenses of such participation shall be borne by Parent. (d) The Company ▇▇▇▇▇▇▇▇ shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, of (a) the occurrence or non-occurrence other of any event, the occurrence or non-occurrence of which causes or change that is reasonably likely to cause any representation result in a Material Adverse Effect on it or warranty of the Company, Public Sub or Parent or the Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (b) any failure of the Company, Public Sub or Parent or the Sub, respectively, any conditions to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 6.4 shall not limit or otherwise affect the other party's right obligations to rely on affect the representations and warranties herein or any of the other remedies available to the party receiving such notice; provided further that if any party has Knowledge of a breach of a representation or warranty by the other party (the "Breaching Party") prior to the Effective Time (other than with respect to a breach of Section 4.3, 4.12(u), 4.15(a), 4.24 or Section 4.25 for which the stockholders and the holders of the CVC Warrants shall be obligated to indemnify the Parent Indemnitees in accordance with Section 8.2 hereof), and such party elects to consummate the Merger, then the Breaching Party's Disclosure Schedule shall be deemed (other than with respect to Sections 4.3, 4.12(u), 4.15(a), 4.24 and 4.25) to have been amended so as to have cured such breach and such party shall not be entitled to indemnification for any Losses in connection with such breach under Article VIII hereof. Notwithstanding anything contained herein to the contrary, Knowledge of a breach of the representations and warranties contained in Sections 4.3, 4.12(u), 4.15(a), 4.24 and 4.25 will under no circumstances have the effect of amending or in anyway qualifying the representations and warranties contained in Sections 4.3, 4.12(u), 4.15(a), 4.24 or 4.25 or curing any misrepresentation or breach of warranty with respect to Sections 4.3, 4.12(u), 4.15(a), 4.24 and 4.25, and the Parent Indemnitees shall be entitled to indemnification for any Losses pursuant to Section 8.2 in connection with such breaches under Sections 4.3, 4.12(u), 4.15(a), 4.24 and 4.25 regardless thereof. The parties acknowledge and agree that the burden of proof for proving that a party had Knowledge of a breach of a representation or warranty by a Breaching Party prior to the Effective Time shall be on the Breaching Party and in no event shall constructive knowledge, imputed knowledge or similar concepts of deemed knowledge be deemed to constitute Knowledge for purposes of this Section 6.4(d) and any litigation or proceedings related theretoExchange.

Other Actions; Notification. (a) The Company and Parent HomeCom shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts (i) to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part (or, as to the Company, on the part of any of its stockholders) under this Agreement and the applicable Laws to consummate and make effective the Transactions Exchange and the other transactions contemplated by this Agreement as soon as practicable, including (A) obtaining opinions of their respective accountants, if required, (B) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings and other documents documents, and (C) instituting court actions or other proceedings necessary to obtain the approvals required to consummate the Exchange or the other transactions contemplated by this Agreement or defending or otherwise opposing all court actions or other proceedings instituted by a Governmental Entity or other Person for purposes of preventing the consummation of the Exchange and the other transactions contemplated by this Agreement and (ii) to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Authority Entity in order to consummate the Transactions. Without limiting the generality Exchange or any of the foregoingother transactions contemplated by this Agreement; provided, the Company and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other governmental body in connection with antitrust or related matters. Each of the Company and Parent shall (i) give the other party prompt notice of the commencement of any material legal proceeding by or before any court or other governmental body with respect to the Transactionshowever, (ii) keep the other party informed as to the status of any such legal proceeding and (iii) except as may be prohibited by any governmental body or by any legal requirement, permit the other party to be present at each meeting or conference relating to any such legal proceeding and to have access to and be consulted in connection with any document filed with or provided to any governmental body in connection with any such legal proceeding. Nothing that nothing in this Section 6.4 6.3(a) shall requirerequire either party to agree to any divestitures or hold separate or similar arrangements in order to obtain approval of the transactions contemplated by this Agreement if such divestitures or arrangements would reasonably be expected to have a Material Adverse Effect on the Company or HomeCom, or be construed to require, Parent or the Company, or any of their Subsidiaries, to proffer to, or agree to, any divestiture by Parent or the Company, or any of their respective Subsidiaries or affiliates, of shares of capital stock or of any business, assets or properties thereof, the imposition of any material limitation a Material Adverse Effect on the ability of any of them to conduct their business or to own or exercise control of such assets, properties or stock, or any other concession to any Governmental Authority, that Parent concludes is reasonably likely to materially reduce the economic or business expected benefits Parent expects, as of the date hereof, Exchange to realize from the Merger. (b) Company or HomeCom. Subject to applicable laws Laws relating to the exchange of information, Parent and the Company and HomeCom shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Parent the Company or the CompanyHomeCom, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Authority Entity in connection with the Transactions, including any Financing ActivitiesExchange and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the Company and Parent HomeCom shall act reasonably and as promptly as practicable. Without limiting the foregoing, the . (b) The Company and Parent HomeCom each shall, upon reasonable request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with any statementRegistration Statement or filing with the SEC made by HomeCom or the Company in connection with the Exchange and the transactions contemplated by this Agreement. (c) The Company and HomeCom each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement, filing, including promptly furnishing the other with copies of notice or application made other communications received by or on behalf of Parent, the Company or HomeCom, as the case may be, or any of their respective its Subsidiaries to or, from any third party and/or any Governmental Authority in connection Entity with the Transactions, including any Financing Activities; provided that any actions requested by Parent related respect to the Financing Activities shall be at Parent's sole cost Exchange and expensethe other transactions contemplated by this Agreement. None of such information furnished by the Company, its Subsidiaries or any of its stockholders will, at the time provided or at any time such information is provided to third parties or filed with any Governmental Authority, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light Each of the circumstances under which they were made, not misleading. The Company shall promptly advise the Parent in writing if, at any time prior to the Effective Time, the Company obtains Knowledge of any facts that would make it necessary or advisable to supplement or amend any materials containing information concerning itself, its Subsidiaries, directors, officers or stockholders or such other matters, including materials provided to third parties or filed with any Governmental Authority in connection with any Financing Activities. Merger Agmt - 47 - (c) Upon written request by Parent, the Company shall make at least one of its executive officers (and, if the Company designates only one executive officer, at least one other senior employee reasonably acceptable to Parent) available to participate in the road show or other presentations which may be conducted in connection with any Financing Activities. The costs and expenses of such participation shall be borne by Parent. (d) The Company HomeCom shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, of (a) the occurrence or non-occurrence other of any event, the occurrence or non-occurrence of which causes or change that is reasonably likely to cause any representation result in a Material Adverse Effect on it or warranty of the Company, Public Sub or Parent or the Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (b) any failure of the Company, Public Sub or Parent or the Sub, respectively, any conditions to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 6.4 shall not limit or otherwise affect the other party's right obligations to rely on affect the representations and warranties herein or any of the other remedies available to the party receiving such notice; provided further that if any party has Knowledge of a breach of a representation or warranty by the other party (the "Breaching Party") prior to the Effective Time (other than with respect to a breach of Section 4.3, 4.12(u), 4.15(a), 4.24 or Section 4.25 for which the stockholders and the holders of the CVC Warrants shall be obligated to indemnify the Parent Indemnitees in accordance with Section 8.2 hereof), and such party elects to consummate the Merger, then the Breaching Party's Disclosure Schedule shall be deemed (other than with respect to Sections 4.3, 4.12(u), 4.15(a), 4.24 and 4.25) to have been amended so as to have cured such breach and such party shall not be entitled to indemnification for any Losses in connection with such breach under Article VIII hereof. Notwithstanding anything contained herein to the contrary, Knowledge of a breach of the representations and warranties contained in Sections 4.3, 4.12(u), 4.15(a), 4.24 and 4.25 will under no circumstances have the effect of amending or in anyway qualifying the representations and warranties contained in Sections 4.3, 4.12(u), 4.15(a), 4.24 or 4.25 or curing any misrepresentation or breach of warranty with respect to Sections 4.3, 4.12(u), 4.15(a), 4.24 and 4.25, and the Parent Indemnitees shall be entitled to indemnification for any Losses pursuant to Section 8.2 in connection with such breaches under Sections 4.3, 4.12(u), 4.15(a), 4.24 and 4.25 regardless thereof. The parties acknowledge and agree that the burden of proof for proving that a party had Knowledge of a breach of a representation or warranty by a Breaching Party prior to the Effective Time shall be on the Breaching Party and in no event shall constructive knowledge, imputed knowledge or similar concepts of deemed knowledge be deemed to constitute Knowledge for purposes of this Section 6.4(d) and any litigation or proceedings related theretoExchange.

Other Actions; Notification. (a) The Company and Parent Technest shall cooperate with each other and use (and shall cause their respective Subsidiaries to use, and Technest shall use reasonable efforts to cause its Significant Investees to use,) their respective reasonable best efforts (i) to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part (or, as to the Company, on the part of any of its stockholders) under this Agreement and the applicable Laws to consummate and make effective the Transactions Exchange and the other transactions contemplated by this Agreement as soon as practicable, including (A) obtaining opinions of their respective accountants and attorneys referred to in ARTICLE VII below, if any, (B) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings and other documents documents, and (C) instituting court actions or other proceedings necessary to obtain the approvals required to consummate the Exchange or the other transactions contemplated by this Agreement or defending or otherwise opposing all court actions or other proceedings instituted by a Governmental Entity or other Person for purposes of preventing the consummation of the Exchange and the other transactions contemplated by this Agreement and (ii) to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Authority Entity in order to consummate the Transactions. Without limiting the generality Exchange or any of the foregoingother transactions contemplated by this Agreement; provided, the Company and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other governmental body in connection with antitrust or related matters. Each of the Company and Parent shall (i) give the other party prompt notice of the commencement of any material legal proceeding by or before any court or other governmental body with respect to the Transactionshowever, (ii) keep the other party informed as to the status of any such legal proceeding and (iii) except as may be prohibited by any governmental body or by any legal requirement, permit the other party to be present at each meeting or conference relating to any such legal proceeding and to have access to and be consulted in connection with any document filed with or provided to any governmental body in connection with any such legal proceeding. Nothing that nothing in this Section 6.4 6.4(b) shall requirerequire either party to agree to any divestitures or hold separate or similar arrangements in order to obtain approval of the transactions contemplated by this Agreement if such divestitures or arrangements would reasonably be expected to have a Material Adverse Effect on the Company or Technest, or be construed to require, Parent or the Company, or any of their Subsidiaries, to proffer to, or agree to, any divestiture by Parent or the Company, or any of their respective Subsidiaries or affiliates, of shares of capital stock or of any business, assets or properties thereof, the imposition of any material limitation a Material Adverse Effect on the ability of any of them to conduct their business or to own or exercise control of such assets, properties or stock, or any other concession to any Governmental Authority, that Parent concludes is reasonably likely to materially reduce the economic or business expected benefits Parent expects, as of the date hereof, Exchange to realize from the Merger. (b) Company or Technest. Subject to applicable laws relating to the exchange of information, Parent and the Company and Technest shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Parent the Company or the CompanyTechnest, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Authority Entity in connection with the Transactions, including any Financing ActivitiesExchange and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the Company and Parent Technest shall act reasonably and as promptly as practicable. Without limiting the foregoing, the . (b) The Company and Parent Technest each shall, upon reasonable request by the other, furnish the other with all information concerning itself, its Subsidiaries, Significant Investees, directors, officers and stockholders shareholders and such other matters as may be reasonably necessary or advisable in connection with any statementRegistration Statement or filing with the SEC made by the Company in connection with the Exchange and the transactions contemplated by this Agreement. (c) The Company and Technest each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement, filing, including promptly furnishing the other with copies of notice or application made other communications received by or on behalf of Parent, the Company or Technest, as the case may be, or any of their respective its Subsidiaries to or Significant Investees, from any third party and/or any Governmental Authority in connection Entity with the Transactions, including any Financing Activities; provided that any actions requested by Parent related respect to the Financing Activities shall be at Parent's sole cost Exchange and expensethe other transactions contemplated by this Agreement. None of such information furnished by the Company, its Subsidiaries or any of its stockholders will, at the time provided or at any time such information is provided to third parties or filed with any Governmental Authority, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light Each of the circumstances under which they were made, not misleading. The Company shall promptly advise the Parent in writing if, at any time prior to the Effective Time, the Company obtains Knowledge of any facts that would make it necessary or advisable to supplement or amend any materials containing information concerning itself, its Subsidiaries, directors, officers or stockholders or such other matters, including materials provided to third parties or filed with any Governmental Authority in connection with any Financing Activities. Merger Agmt - 47 - (c) Upon written request by Parent, the Company shall make at least one of its executive officers (and, if the Company designates only one executive officer, at least one other senior employee reasonably acceptable to Parent) available to participate in the road show or other presentations which may be conducted in connection with any Financing Activities. The costs and expenses of such participation shall be borne by Parent. (d) The Company Technest shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, of (a) the occurrence or non-occurrence other of any event, the occurrence or non-occurrence of which causes or change that is reasonably likely to cause any representation result in a Material Adverse Effect on it or warranty of the Company, Public Sub or Parent or the Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (b) any failure of the Company, Public Sub or Parent or the Sub, respectively, any conditions to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 6.4 shall not limit or otherwise affect the other party's right obligations to rely on effect the representations and warranties herein or any of the other remedies available to the party receiving such notice; provided further that if any party has Knowledge of a breach of a representation or warranty by the other party (the "Breaching Party") prior to the Effective Time (other than with respect to a breach of Section 4.3, 4.12(u), 4.15(a), 4.24 or Section 4.25 for which the stockholders and the holders of the CVC Warrants shall be obligated to indemnify the Parent Indemnitees Exchange set forth in accordance with Section 8.2 hereof), and such party elects to consummate the Merger, then the Breaching Party's Disclosure Schedule shall be deemed (other than with respect to Sections 4.3, 4.12(u), 4.15(a), 4.24 and 4.25) to have been amended so as to have cured such breach and such party shall not be entitled to indemnification for any Losses in connection with such breach under Article VIII hereof. Notwithstanding anything contained herein to the contrary, Knowledge of a breach of the representations and warranties contained in Sections 4.3, 4.12(u), 4.15(a), 4.24 and 4.25 will under no circumstances have the effect of amending or in anyway qualifying the representations and warranties contained in Sections 4.3, 4.12(u), 4.15(a), 4.24 or 4.25 or curing any misrepresentation or breach of warranty with respect to Sections 4.3, 4.12(u), 4.15(a), 4.24 and 4.25, and the Parent Indemnitees shall be entitled to indemnification for any Losses pursuant to Section 8.2 in connection with such breaches under Sections 4.3, 4.12(u), 4.15(a), 4.24 and 4.25 regardless thereof. The parties acknowledge and agree that the burden of proof for proving that a party had Knowledge of a breach of a representation or warranty by a Breaching Party prior to the Effective Time shall be on the Breaching Party and in no event shall constructive knowledge, imputed knowledge or similar concepts of deemed knowledge be deemed to constitute Knowledge for purposes of this Section 6.4(d) and any litigation or proceedings related theretoARTICLE VII.

Other Actions; Notification. (a) The Company Company, the Stockholders and Parent shall cooperate with each other and use (and and, as applicable, shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part (or, as to the Company, on the part of any of its stockholders) under this Agreement and applicable Laws to consummate and make effective the Transactions Merger and the other transactions contemplated by this Agreement as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings reports and other documents filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Authority Entity in order to consummate the Transactions. Without limiting the generality Merger or any of the foregoingother transactions contemplated by this Agreement; provided, the Company and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other governmental body in connection with antitrust or related matters. Each of the Company and Parent shall (i) give the other party prompt notice of the commencement of any material legal proceeding by or before any court or other governmental body with respect to the Transactionshowever, (ii) keep the other party informed as to the status of any such legal proceeding and (iii) except as may be prohibited by any governmental body or by any legal requirement, permit the other party to be present at each meeting or conference relating to any such legal proceeding and to have access to and be consulted in connection with any document filed with or provided to any governmental body in connection with any such legal proceeding. Nothing that nothing in this Section 6.4 6.3 shall require, or be construed to require, Parent or the Company, or any of their Subsidiaries, to proffer to, or agree to, sell or hold separate and agree to sell, before or after the Effective Time, any divestiture by Parent assets, businesses, or interest in any assets or businesses of Parent, the Company, Company or any of their respective Subsidiaries "Affiliates" (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) (or affiliatesto consent to any sale, of shares of capital stock or of any businessagreement to sell, assets or properties thereof, by the imposition of any material limitation on the ability Company of any of them to conduct their business its assets or businesses) or to own or exercise control of such assets, properties or stock, or any other concession agree to any Governmental Authority, that Parent concludes is reasonably likely to materially reduce material changes or restriction in the economic operations of any such assets or business benefits Parent expects, as of the date hereof, to realize from the Merger. (b) businesses. Subject to applicable laws Laws relating to the exchange sharing of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, all the information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Authority Entity in connection with the Transactions, including any Financing ActivitiesMerger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable. Without limiting the foregoing, the . (b) The Company and Parent each shall, upon reasonable request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Authority Entity in connection with the Transactions, including any Financing Activities; provided that any actions requested Merger and the transactions contemplated by Parent related to the Financing Activities shall be at Parent's sole cost and expense. None of such information furnished by the Company, its Subsidiaries or any of its stockholders will, at the time provided or at any time such information is provided to third parties or filed with any Governmental Authority, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall promptly advise the Parent in writing if, at any time prior to the Effective Time, the Company obtains Knowledge of any facts that would make it necessary or advisable to supplement or amend any materials containing information concerning itself, its Subsidiaries, directors, officers or stockholders or such other matters, including materials provided to third parties or filed with any Governmental Authority in connection with any Financing Activities. Merger Agmt - 47 -this Agreement. (c) Upon written request The Company and Parent each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by ParentParent or the Company, as the case may be, or any of their respective Subsidiaries, from any third party and/or any Governmental Entity with respect to such transactions. The Company and Parent each shall give prompt notice to the other of any change that is reasonably likely to result in a Company Material Adverse Effect or a Parent Material Adverse Effect, respectively. Neither the Company, Parent nor any of the Stockholders shall participate in any meeting with any Governmental Entity in respect of any filings, investigation or other inquiry unless such party consults with the Company shall make at least one of its executive officers (and Parent in advance and, if to the extent permitted by such Governmental Entity, gives the Company designates only one executive officer, at least one other senior employee reasonably acceptable and Parent the opportunity to Parent) available to attend and participate in the road show or other presentations which may be conducted in connection with any Financing Activities. The costs and expenses of such participation shall be borne by Parentthereat. (d) The Prior to Closing, the Company shall give prompt written notice to Parent, and Parent shall give prompt written notice to take the Company, of (a) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which causes or is likely to cause any representation or warranty of the Company, Public Sub or Parent or the Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (b) any failure of the Company, Public Sub or Parent or the Sub, respectively, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 6.4 shall not limit or otherwise affect the other party's right to rely actions set forth on the representations and warranties herein or any of the other remedies available to the party receiving such notice; provided further that if any party has Knowledge of a breach of a representation or warranty by the other party (the "Breaching Party") prior to the Effective Time (other than with respect to a breach of Section 4.3, 4.12(uSchedule 6.3(d), 4.15(a), 4.24 or Section 4.25 for which the stockholders and the holders of the CVC Warrants shall be obligated to indemnify the Parent Indemnitees in accordance with Section 8.2 hereof), and such party elects to consummate the Merger, then the Breaching Party's Disclosure Schedule shall be deemed (other than with respect to Sections 4.3, 4.12(u), 4.15(a), 4.24 and 4.25) to have been amended so as to have cured such breach and such party shall not be entitled to indemnification for any Losses in connection with such breach under Article VIII hereof. Notwithstanding anything contained herein to the contrary, Knowledge of a breach of the representations and warranties contained in Sections 4.3, 4.12(u), 4.15(a), 4.24 and 4.25 will under no circumstances have the effect of amending or in anyway qualifying the representations and warranties contained in Sections 4.3, 4.12(u), 4.15(a), 4.24 or 4.25 or curing any misrepresentation or breach of warranty with respect to Sections 4.3, 4.12(u), 4.15(a), 4.24 and 4.25, and the Parent Indemnitees shall be entitled to indemnification for any Losses pursuant to Section 8.2 in connection with such breaches under Sections 4.3, 4.12(u), 4.15(a), 4.24 and 4.25 regardless thereof. The parties acknowledge and agree that the burden of proof for proving that a party had Knowledge of a breach of a representation or warranty by a Breaching Party prior to the Effective Time shall be on the Breaching Party and in no event shall constructive knowledge, imputed knowledge or similar concepts of deemed knowledge be deemed to constitute Knowledge for purposes of this Section 6.4(d) and any litigation or proceedings related thereto.

Other Actions; Notification. (a) The Company Weblink and Parent Metrocall shall cooperate with each other and each shall use (and shall cause their respective Subsidiaries to use) their respective all commercially reasonable best efforts efforts: (i) to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part (or, as to the Company, on the part of any of its stockholders) under this Agreement and applicable Laws to consummate and make effective the Transactions Merger and the other transactions contemplated by this Agreement (including, without limitation, filing and seeking the confirmation of the Metrocall Prearranged Plan and the Weblink Prearranged Plan) as soon as practicablepracticable including, including without limitation: (A) preparing and filing as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings and other documents (including concurrently commencing the Weblink Bankruptcy Cases and the Metrocall Bankruptcy Cases on or before May 15, 2001); and (B) instituting court actions or other proceedings necessary to obtain the approvals required to consummate the Merger or the other transactions contemplated by this Agreement (including entry of the Weblink Alliance Assumption Orders) or defending or otherwise opposing all court actions or other proceedings instituted by a Governmental Entity or other Person under the Governmental Regulations for purposes of preventing the consummation of the Merger and the other transactions contemplated by this Agreement; and (ii) to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Authority Entity in order to consummate the Transactions. Without limiting the generality Merger or any of the foregoing, the Company and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other governmental body in connection with antitrust or related matters. Each of the Company and Parent shall (i) give the other party prompt notice of the commencement of any material legal proceeding transactions contemplated by or before any court or other governmental body with respect to the Transactions, (ii) keep the other party informed as to the status of any such legal proceeding and (iii) except as may be prohibited by any governmental body or by any legal requirement, permit the other party to be present at each meeting or conference relating to any such legal proceeding and to have access to and be consulted in connection with any document filed with or this Agreement; provided to any governmental body in connection with any such legal proceeding. Nothing that nothing in this Section 6.4 shall require, require either Metrocall or be construed Weblink to require, Parent or the Company, or any of their Subsidiaries, to proffer to, or agree to, any divestiture by Parent or the Company, or any of their respective Subsidiaries or affiliates, of shares of capital stock or of any business, assets or properties thereof, the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties or stock, or any other concession to any Governmental Authority, that Parent concludes is divestitures or hold separate or similar arrangements if such divestitures or arrangements would reasonably likely be expected to materially reduce have a Material Adverse Effect on Metrocall or Weblink. Neither Metrocall nor Weblink will agree to any divestitures or hold separate or similar arrangements without the economic or business benefits Parent expects, as prior written approval of the date hereof, to realize from the Merger. (b) other party. Subject to applicable laws relating to the exchange of information, Parent Metrocall and Weblink shall to the Company shall extent practicable have the right to review in advance, and to the extent practicable each will consult the other party on, all the information relating to Parent Metrocall or the CompanyWeblink, as the case may be, and any of their respective Subsidiaries, that appear appears in any filing made with, or written materials submitted to, any third party and/or any Governmental Authority Entity in connection with the Transactions, including any Financing ActivitiesMerger and the other transactions contemplated by this Agreement. In exercising the foregoing right, each of the Company Weblink and Parent Metrocall shall act reasonably and as promptly as practicable. . (b) Without limiting the foregoing, Metrocall and Weblink shall (1) shall use their reasonable best efforts to make all filings required under the Company HSR Act and Parent the Communications Act as promptly as possible, but in no event later than ten (10) Business Days after the execution of this Agreement, (2) use their reasonable best efforts to seek early termination of the waiting period under the HSR Act, (3) respond promptly to any additional requests for information under the HSR Act and the Communications Act and (4) take all other action necessary to expedite compliance with the HSR Act and the Communications Act in order to consummate the transactions contemplated hereby. (c) Weblink and Metrocall each shall, upon reasonable request by the otherother party, furnish the other party with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by by, or on behalf of Parentof, the Company Metrocall, Weblink or any of their respective Subsidiaries to any third party and/or any Governmental Authority Entity in connection with the Transactions, including any Financing Activities; provided that any actions requested Merger and the transactions contemplated by Parent related to the Financing Activities shall be at Parent's sole cost and expense. None of such information furnished by the Company, its Subsidiaries or any of its stockholders will, at the time provided or at any time such information is provided to third parties or filed with any Governmental Authority, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall promptly advise the Parent in writing if, at any time prior to the Effective Time, the Company obtains Knowledge of any facts that would make it necessary or advisable to supplement or amend any materials containing information concerning itself, its Subsidiaries, directors, officers or stockholders or such other matters, including materials provided to third parties or filed with any Governmental Authority in connection with any Financing Activities. Merger Agmt - 47 - (c) Upon written request by Parent, the Company shall make at least one of its executive officers (and, if the Company designates only one executive officer, at least one other senior employee reasonably acceptable to Parent) available to participate in the road show or other presentations which may be conducted in connection with any Financing Activities. The costs and expenses of such participation shall be borne by Parentthis Agreement. (d) The Company Weblink and Metrocall each shall keep the other party apprised of the status of matters relating to completion of the transactions contemplated by this Agreement, including promptly furnishing the other party with copies of notices or other communications received by Metrocall or Weblink, as the case may be, or any of its Subsidiaries, from any third party and/or any Governmental Entity with respect to the Merger and the other transactions contemplated by this Agreement. Each of Weblink and Metrocall shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, of (a) the occurrence or non-occurrence other party of any eventevent or occurrence that if pending on the date of this Agreement, would have been required to be disclosed by Weblink pursuant to Sections 5.1(f), (g), (h), (i), (k), (l), (m), (n) or (p) or by Metrocall pursuant to Sections 5.2(f), (g), (h), (i), (k), (l), (m), (n) or (p). (e) Each of Weblink and Metrocall agrees that if a bona fide Acquisition Proposal is made to the other party to this Agreement, then upon the request of the party not receiving the Acquisition Proposal, the occurrence or non-occurrence of which causes or is likely party receiving the Acquisition Proposal will cooperate with the other party to cause any representation or warranty of the Company, Public Sub or Parent or the Sub, respectively, contained in this Agreement to make such filings and take such other actions as may be untrue permitted or inaccurate required under the FCC's Policy Statement in any material respect at or prior Tender Offers and Proxy Contests, in order to allow the Effective Time and (b) any failure of the Company, Public Sub or Parent or the Sub, respectively, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant parties to this Section 6.4 shall not limit or otherwise affect the other party's right Agreement to rely on the representations and warranties herein or any of the other remedies available to the party receiving such notice; provided further that if any party has Knowledge of a breach of a representation or warranty by the other party (the "Breaching Party") prior to the Effective Time (other than with respect to a breach of Section 4.3, 4.12(u), 4.15(a), 4.24 or Section 4.25 for which the stockholders and the holders of the CVC Warrants shall be obligated to indemnify the Parent Indemnitees in accordance with Section 8.2 hereof), and such party elects take all steps as are necessary to consummate the Merger, then the Breaching Party's Disclosure Schedule shall be deemed (other than with respect to Sections 4.3, 4.12(u), 4.15(a), 4.24 and 4.25) to have been amended so as to have cured such breach and such party shall not be entitled to indemnification for any Losses in connection with such breach under Article VIII hereof. Notwithstanding anything contained herein to the contrary, Knowledge of a breach transactions contemplated hereby pending FCC approval of the representations and warranties contained in Sections 4.3, 4.12(u), 4.15(a), 4.24 and 4.25 will under no circumstances have the effect of amending or in anyway qualifying the representations and warranties contained in Sections 4.3, 4.12(u), 4.15(a), 4.24 or 4.25 or curing any misrepresentation or breach of warranty with respect to Sections 4.3, 4.12(u), 4.15(a), 4.24 and 4.25, and the Parent Indemnitees shall be entitled to indemnification for any Losses pursuant to Section 8.2 in connection with such breaches under Sections 4.3, 4.12(u), 4.15(a), 4.24 and 4.25 regardless thereof. The parties acknowledge and agree that the burden of proof for proving that a party had Knowledge of a breach of a representation or warranty by a Breaching Party prior to the Effective Time shall be on the Breaching Party and in no event shall constructive knowledge, imputed knowledge or similar concepts of deemed knowledge be deemed to constitute Knowledge for purposes of this Section 6.4(d) and any litigation or proceedings related theretotransaction.

Other Actions; Notification. (a) The Company and Parent Novartis shall cooperate with each other and use (and the Company shall its Subsidiaries to use and Novartis shall cause their respective Subsidiaries its Affiliates to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part (or, as to the Company, on the part of any of its stockholders) under this Agreement and applicable Laws Law to consummate and make effective the Transactions Offer and the Merger and the other transactions contemplated hereby as soon as practicable, including preparing . (b) Each of the Company and filing Novartis shall as promptly as practicable all documentation practicable, following the execution and delivery of this Agreement, file with the United States Federal Trade Commission (the "FTC") and the United States Department of Justice (the "DOJ") the notification and report form, if any, required for the consummation of the Offer and the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR ACT"), ▇▇▇ ▇▇▇▇ ▇▇▇▇ other filings and notification▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇der Law in foreign jurisdictions governing merger control and/or foreign investment control and provide any supplemental information requested in connection therewith pursuant to effect all necessary applications, notices, petitionsthe HSR Act or any other such other Law. Any such notification and report form, filings and supplemental information shall be in substantial compliance with the requirements of the HSR Act or any other documents such other Law. Each of the Company and Novartis shall furnish to obtain the other such necessary information and reasonable assistance as promptly the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act or any other such Law. (c) Subject to any confidentiality obligations, the Company and Novartis each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, furnishing the other with copies of filings with and notices or other communications received by Novartis or its Affiliates or the Company or any of its Subsidiaries, as practicable all consentsthe case may be, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Authority in order to consummate the Transactions. Without limiting the generality of the foregoing, the Company and Parent shall respond as promptly as practicable to (i) any inquiries or requests received from the Federal Trade Commission or the Department of Justice for additional information or documentation and (ii) any inquiries or requests received from any state attorney general or other governmental body in connection with antitrust or related matters. Each of the Company and Parent shall (i) give the other party prompt notice of the commencement of any material legal proceeding by or before any court or other governmental body Entity with respect to the Transactions, (ii) keep Offer and the Merger and the other party informed as to the status of any such legal proceeding and (iii) except as may be prohibited by any governmental body or by any legal requirement, permit the other party to be present at each meeting or conference relating to any such legal proceeding and to have access to and be consulted in connection with any document filed with or provided to any governmental body in connection with any such legal proceeding. Nothing in this Section 6.4 shall require, or be construed to require, Parent or the Company, or any of their Subsidiaries, to proffer to, or agree to, any divestiture by Parent or the Company, or any of their respective Subsidiaries or affiliates, of shares of capital stock or of any business, assets or properties thereof, the imposition of any material limitation on the ability of any of them to conduct their business or to own or exercise control of such assets, properties or stock, or any other concession to any Governmental Authority, that Parent concludes is reasonably likely to materially reduce the economic or business benefits Parent expects, as of the date hereof, to realize from the Merger. (b) Subject to applicable laws relating to the exchange of information, Parent and the Company shall have the right to review in advance, and to the extent practicable each will consult the other on, all information relating to Parent or the Company, as the case may be, and any of their respective Subsidiaries, that appear in any filing made with, or written materials submitted to, any third party and/or any Governmental Authority in connection with the Transactions, including any Financing Activities. In exercising the foregoing right, each of the Company and Parent shall act reasonably and as promptly as practicable. Without limiting the foregoing, the Company and Parent each shall, upon reasonable request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Authority in connection with the Transactions, including any Financing Activities; provided that any actions requested by Parent related to the Financing Activities shall be at Parent's sole cost and expense. None of such information furnished by the Company, its Subsidiaries or any of its stockholders will, at the time provided or at any time such information is provided to third parties or filed with any Governmental Authority, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall promptly advise the Parent in writing if, at any time prior to the Effective Time, the Company obtains Knowledge of any facts that would make it necessary or advisable to supplement or amend any materials containing information concerning itself, its Subsidiaries, directors, officers or stockholders or such other matters, including materials provided to third parties or filed with any Governmental Authority in connection with any Financing Activities. Merger Agmt - 47 - (c) Upon written request by Parent, the Company shall make at least one of its executive officers (and, if the Company designates only one executive officer, at least one other senior employee reasonably acceptable to Parent) available to participate in the road show or other presentations which may be conducted in connection with any Financing Activities. The costs and expenses of such participation shall be borne by Parenttransactions contemplated hereby. (d) The Company shall give prompt written notice Each party hereby agrees to Parent, perform any further acts and Parent shall give prompt written notice to execute and deliver any documents which may be reasonably necessary to carry out the Company, of (a) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which causes or is likely to cause any representation or warranty of the Company, Public Sub or Parent or the Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (b) any failure of the Company, Public Sub or Parent or the Sub, respectively, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 6.4 shall not limit or otherwise affect the other party's right to rely on the representations and warranties herein or any of the other remedies available to the party receiving such notice; provided further that if any party has Knowledge of a breach of a representation or warranty by the other party (the "Breaching Party") prior to the Effective Time (other than with respect to a breach of Section 4.3, 4.12(u), 4.15(a), 4.24 or Section 4.25 for which the stockholders and the holders of the CVC Warrants shall be obligated to indemnify the Parent Indemnitees in accordance with Section 8.2 hereof), and such party elects to consummate the Merger, then the Breaching Party's Disclosure Schedule shall be deemed (other than with respect to Sections 4.3, 4.12(u), 4.15(a), 4.24 and 4.25) to have been amended so as to have cured such breach and such party shall not be entitled to indemnification for any Losses in connection with such breach under Article VIII hereof. Notwithstanding anything contained herein to the contrary, Knowledge of a breach of the representations and warranties contained in Sections 4.3, 4.12(u), 4.15(a), 4.24 and 4.25 will under no circumstances have the effect of amending or in anyway qualifying the representations and warranties contained in Sections 4.3, 4.12(u), 4.15(a), 4.24 or 4.25 or curing any misrepresentation or breach of warranty with respect to Sections 4.3, 4.12(u), 4.15(a), 4.24 and 4.25, and the Parent Indemnitees shall be entitled to indemnification for any Losses pursuant to Section 8.2 in connection with such breaches under Sections 4.3, 4.12(u), 4.15(a), 4.24 and 4.25 regardless thereof. The parties acknowledge and agree that the burden of proof for proving that a party had Knowledge of a breach of a representation or warranty by a Breaching Party prior to the Effective Time shall be on the Breaching Party and in no event shall constructive knowledge, imputed knowledge or similar concepts of deemed knowledge be deemed to constitute Knowledge for purposes provisions of this Section 6.4(d) and any litigation or proceedings related theretoAgreement.