Common use of Notification of Certain Matters Clause in Contracts

Notification of Certain Matters. The Company and Parent shall promptly notify each other of (a) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall promptly notify each other of (a) any give prompt notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, of (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (ci) the discovery of any fact or circumstance thatcircumstance, or the occurrence occurrence, or non-occurrence occurrence, of any event the occurrence which could reasonably be expected to cause any of their respective representations or non-occurrence of which, would cause warranties contained in this Agreement to become untrue or result inaccurate in any of the conditions material respect or to cause any condition to the Merger set forth in Article VI obligation of any party to effect the Transactions not being to be satisfied or the satisfaction of those conditions being materially delayed in violation and (ii) any failure of the Company, Parent or Merger Sub, as the case may be, to comply with or satisfy any provision of covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 7.08 shall not (iA) be deemed to cure any breach ofof any representation or warranty requiring disclosure of such matter prior to the date hereof, or non-compliance with, any other provision of this Agreement Agreement, or (iiB) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided provided, further, that failure to give prompt notice pursuant to clause (c) this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered shall not constitute a failure of a condition to the Merger set forth in Article VI VIII except to the extent that the underlying fact or circumstance circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would would, standing alone alone, constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company From and Parent after the date of this Agreement until the Effective Time or the earlier termination of this Agreement pursuant to Article VIII hereof, each party hereto shall promptly notify each the other party hereto of (a) the occurrence, or non-occurrence, of any notice event the occurrence, or other communication received non-occurrence, of which would be likely to cause: (i) any representation or warranty made in this Agreement by such party from party, or any Governmental Entity information furnished in connection with the Merger or Company Disclosure Schedule by such party, as the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or case may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (b) any Action commenced orbe, to be inaccurate either at the time such party’s knowledge, threatened against, relating to representation or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance thatwarranty was made, or such information is furnished, or at the time of the occurrence or non-occurrence of such event; or (ii) any event failure by such party to comply with or satisfy any condition to the occurrence obligations of such party to effect the Offer, the Merger and the other transactions contemplated by this Agreement, or non-occurrence (b) the failure of whichthe Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would cause or be likely to result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation obligations of any provision of party to effect the Offer, the Merger and the other transactions contemplated by this AgreementAgreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.10 6.07 shall not (i) cure any breach of, or non-compliance with, any other provision be deemed to be an amendment of this Agreement or (ii) any schedule of the Company Disclosure Schedule and shall not cure any breach of any representation or warranty requiring disclosure of such matter on the date of this Agreement. No delivery of any notice pursuant to this Section 6.07 shall limit or affect the remedies available hereunder to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company and shall give prompt notice to Parent shall promptly notify each other of any change or event (ai) any notice that has, or other communication received by such party from any Governmental Entity would, individually or in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may aggregate, reasonably be required in connection with the Merger or the other transactions contemplated herebyexpected to have, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby a Material Adverse Effect or (cii) the discovery of any fact that it believes results or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or reasonably be expected to result in any a failure of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation Section 7.2. Parent shall give prompt notice to the Company of any provision change or event (i) that has had, or would, individually or in the aggregate, reasonably be expected to have, a Parent Material Adverse Effect or (ii) that it believes results or would reasonably be expected to result in a failure of this Agreement; provided, however, that the conditions set forth in Section 7.3. The delivery of any notice pursuant to this Section 5.10 6.9, however, shall not (i) cure any breach of, limit or non-compliance with, any other provision of this Agreement or (ii) limit otherwise affect the remedies available hereunder to the party receiving such notice. If any event or matter arises after the date of this Agreement that, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in the Company Disclosure Schedule or that is necessary to correct any information in the Company Disclosure Schedule that has been rendered inaccurate thereby, then the Company shall promptly supplement, or amend the Company Disclosure Schedule that it has delivered pursuant to this Agreement and deliver such supplement or amendment to Parent; provided further, that failure to give prompt notice pursuant to clause (c) such supplement or amendment shall be for informational purposes only and shall not constitute a enlarge, reduce or otherwise modify the rights of the parties hereunder (including the right of any party to assert the failure of a condition to the Merger Closing set forth in Article VI except VII without regard to the extent that the underlying fact any such supplement or circumstance not so notified would standing alone constitute such a failureamendment). The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance Any noncompliance with this Section 5.10 6.9 shall not constitute the failure of a condition set forth in Article VII to be taken into account for purposes satisfied or give rise to any right of determining whether the condition referred to in Section 6.3(b) shall have been satisfiedtermination under Article VIII.

Notification of Certain Matters. The Company shall give prompt notice to Parent and MergerSub, and Parent and MergerSub shall promptly notify each other give prompt notice to the Company, of (ai) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, (ii) any material failure of the Company, Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person third party alleging that the consent of such Person third party is or may be required in connection with the Merger or the other transactions contemplated herebyby this Agreement, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (bv) any Action commenced orMaterial Adverse Effect in their respective financial conditions, to such party’s knowledgeproperties, threatened againstbusinesses, relating to or involving or otherwise affecting such party or any results of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance thatoperations, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of whichprospects, would cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementtaken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 5.10 7.6 shall not (i) cure any such breach of, or non-compliance with, any other provision of this Agreement or (ii) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. (a) The Company shall give prompt written notice, but in any event no less than within one (1) Business Day, to Parent and Parent shall promptly notify each other of give prompt written notice, but in any event no less than within one (a1) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material Business Day to the Company, as the Surviving Corporation case may be, of (i) the discovery by the Company or Parent, (b) as the case may be, of any Action commenced orevent, condition, fact, or circumstance that occurred or existed on or prior to such party’s knowledge, threatened against, relating to the Agreement Date and that caused or involving constitutes an inaccuracy in any representation or otherwise affecting warranty made by such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or in this Agreement, (cii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event after the occurrence Agreement Date which is likely to cause any representation or non-occurrence warranty of whichthe Company or Parent, would cause as the case may be, to be untrue or result in any of inaccurate at the Closing Date such that the conditions to the Merger closing set forth in Article VI not being satisfied would fail to be satisfied, (iii) any failure by the Company or Parent, as the case may be, to materially comply with or materially satisfy any covenant or other agreement to be complied with by it hereunder such that the conditions to closing set forth in Article VI would fail to be satisfied, and (iv) any event, condition, fact, or circumstance that would make the timely satisfaction of those any of the conditions being materially delayed set forth in violation of any provision of this AgreementArticle VI impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.8(a) shall not (i) cure limit or otherwise affect any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact Parent or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether , as the condition referred to in Section 6.3(b) shall have been satisfiedcase may be.

Notification of Certain Matters. The Company shall give ------------------------------- prompt notice to Parent or Acquisition Sub, and Parent or Acquisition Sub shall promptly notify each other of (a) any give prompt notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, upon becoming aware of (bi) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence nonoccurrence of any event event, the occurrence or non-occurrence nonoccurrence of whichwhich has resulted in, would cause or could reasonably be expected to result in, any condition to the Offer set forth in Annex A, or any of the conditions condition to the Merger set forth in Article VI VII, not being satisfied, (ii) the failure of such party to comply with any covenant or agreement to be complied with by it pursuant to this Agreement which has resulted in, or could reasonably be expected to result in, any condition to the Offer set forth in Annex A, or any condition to the Merger set forth in Article VII, not being satisfied and (iii) the occurrence, or satisfaction of those conditions being materially delayed in violation nonoccurrence, of any provision event the occurrence, or nonoccurrence, of which would cause any representation or warranty contained in this Agreement; providedAgreement to be untrue or inaccurate, howeverwhich has resulted in, that or could be reasonably expected to result in any condition to the Offer set forth in Annex A not to be satisfied. The delivery of any notice pursuant to this Section 5.10 6.7 shall not (i) cure any breach of, limit or non-compliance with, any other provision of this Agreement or (ii) limit otherwise affect the remedies available hereunder to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The During the Pre-Closing Period, the Company shall give prompt written notice to Parent, and Parent shall promptly notify each other give prompt written notice to the Company, of (a) any notice or other communication received by such party from any Governmental Entity Authority in connection with the Merger this Agreement or any of the Transactions, (b) any notice or other transactions contemplated hereby or communication received by such party from any Person person alleging that the consent consent, approval, permission or waiver of such Person person is or may be required in connection with any of the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or ParentTransactions, (bc) any Action actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries subsidiaries which relate to this Agreement or any of the Merger or the other transactions contemplated hereby or Transactions, (cd) any Stockholder Litigation, and (e) the discovery by a party to this Agreement of any fact fact, circumstance or circumstance thatevent, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or which could reasonably be expected to result in (i) the failure of any representation or warranty of such party contained in this Agreement to be true or correct in all material respects at or prior to the Merger Closing, (ii) any failure of such party to comply in all material respects with such party’s covenants or agreements hereunder, or (iii) the failure of any of the conditions to of the Merger obligations set forth in Article VI not being or Annex I to be satisfied or the satisfaction of those conditions being which to be materially delayed in violation of any provision of this Agreementdelayed; provided, however, provided that the delivery of failure to deliver any notice pursuant to this Section 5.10 5.6 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit be considered in determining whether the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger conditions set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall Annex I have been satisfied.

Notification of Certain Matters. The Each of the Company and Parent shall promptly notify each give prompt notice to the other Party of any fact, event or circumstance known to it (a) that individually or taken together with all other facts, events and circumstances known to it, has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company or Parent or a Material Adverse Effect on the Company and its Subsidiaries or Parent and its Subsidiaries, in each case taken as a whole, (b) that would cause or constitute a breach of any notice of its representations, warranties, covenants or other communication received by such party from agreements contained herein, (c) that would cause the failure of any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from condition precedent to its obligations, (d) regarding any Person alleging that the consent of such Person a third party that is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or ParentMerger, (be) any Action commenced or, to such party’s knowledge, threatened against, relating to any notice or involving other communication from any Governmental Authority in connection with the Merger, or otherwise affecting such party (f) in respect of any Proceedings commenced relating to it or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or if pending on the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision date of this Agreement, would have been required to have been disclosed pursuant to Section 4.20 or Section 5.9, as applicable; provided, however, that (i) the delivery of any notice pursuant to this Section 5.10 7.8 shall not (i) prevent or cure any misrepresentations, breach ofof warranty or breach of covenant, or non-compliance with, any other provision of this Agreement or and (ii) limit disclosure by the remedies available to the party receiving such notice; provided further, that failure to give prompt notice Company or Parent pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 7.8 shall not be taken into account for purposes of determining whether deemed to amend or supplement either the condition referred Company Disclosure Schedule or the Parent Disclosure Schedule, or constitute an exception to in Section 6.3(b) shall have been satisfiedany representation or warranty under this Agreement.

Notification of Certain Matters. The Company and shall give prompt notice to Parent shall promptly notify each other of of: (a) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event event, the occurrence or non-occurrence of which, would which is likely to cause any representation or result in any warranty of the conditions to the Merger Company set forth in Article VI this Agreement to be untrue or inaccurate at or prior to the Effective Times such that the condition in Section 6.2(a) would not being be satisfied, and (b) any failure of the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied or satisfaction of those conditions being materially delayed by it hereunder such that the condition in violation of any provision of this AgreementSection 6.2(b) would not be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.6 shall not (i) cure limit or otherwise affect any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice, or (ii) constitute an acknowledgment or admission of a breach of this Agreement; provided furtherand provided, further that the failure to give prompt deliver a notice pursuant to clause this Section 5.6 (cx) shall not constitute a failure of a condition to the Merger set forth be considered in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to set forth in Section 6.3(b6.2(a) or Section 6.2(b) has been satisfied and (y) shall have been satisfiednot be deemed to be a breach of covenant under this Section 5.6 and shall constitute only a breach of the underlying representation, warranty, covenant, condition or agreement, as the case may be. No disclosure by the Company pursuant to this Section 5.6 shall affect or be deemed to modify, amend or supplement any representation or warranty set forth herein or in the Disclosure Schedule or the conditions to the obligations of the parties to consummate the Mergers in accordance with the terms and provisions hereof, restrict, impair or otherwise affect any Indemnified Parties’ right to indemnification hereunder or otherwise prevent or cure any misrepresentations, breach of warranty or breach of covenant.

Notification of Certain Matters. The Company Quintiles and Parent IMS Health shall promptly notify each other of (a) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if (b) any other notice or communication from any Governmental Entity in connection with the subject matter of such communication could be material to the Company, the Surviving Corporation or Parenttransactions contemplated hereby, (bc) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (cd) the discovery any change, condition or event (i) that renders or would reasonably be expected to render any representation or warranty of such party set forth in this Agreement (disregarding any fact materiality qualification contained therein) to be untrue or circumstance that, inaccurate in any material respect or the occurrence (ii) that results or non-occurrence of any event the occurrence or non-occurrence of which, would cause or reasonably be expected to result in any failure of the conditions such party to the Merger comply with or satisfy in any material respect any covenant, condition or agreement (including any condition set forth in Article VI not being VI) to be complied with or satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementhereunder; provided, however, that no such notification shall affect any of the delivery of any notice pursuant representations, warranties, covenants, rights or remedies, or the conditions to this Section 5.10 shall not (i) cure any breach the obligations of, or non-compliance withthe parties hereunder; provided, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (cd) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would would, standing alone alone, constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Companythat neither Quintiles’ nor IMS Health’s compliance or failure of compliance with this Section 5.10 5.9 shall not be taken into account for purposes of determining whether the condition conditions referred to in Section 6.2(b) or Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company During the period from the date of this Agreement to the earlier of the Merger Effective Time and Parent the termination of this Agreement, Post and SpinCo shall promptly notify each other give prompt notice to BellRing, and BellRing shall give prompt notice to Post and SpinCo, of (ai) any written notice or other substantive communication received by such party from any Governmental Entity Authority in connection with the Merger or the other transactions contemplated hereby Transactions or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or ParentTransactions, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (cii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause any representation or result warranty made by such party contained in this Agreement or another Transaction Agreement to be untrue in such a manner so as to cause the failure of any of the conditions to the Merger set forth in Article VI not being satisfied Section 9.2(a) or satisfaction Section 9.3(b), as applicable, to be satisfied, and (iii) any failure of those conditions being materially delayed such party to perform or comply with any covenant or agreement to be performed or complied with by it hereunder in violation such a manner so as to cause the failure of any provision of this Agreementthe conditions set forth in Section 9.2(b), Section 9.2(c) or Section 9.3(b), as applicable, to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.10 8.10 shall not (ix) cure any breach of, or non-compliance with, any other provision of this Agreement or Agreement, (iiy) limit the remedies available to the party receiving such notice or (z) prejudice the party giving such notice with respect to the matters contemplated by such notice solely by virtue of having delivered such notice; provided further, further that any party’s failure to give prompt notice pursuant to clause (c) perform or comply with its obligations under this Section 8.10 shall not constitute be considered a failure to perform or comply with such party’s obligations hereunder for purposes of a Section 9.2(b), Section 9.2(c) or Section 9.3(b), as applicable, unless the underlying factor or event would independently result in the failure of the condition to the Merger set forth in Article VI except Section 9.2(b), Section 9.2(c) or Section 9.3(b), as applicable, to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company or the Sellers shall (and Parent the Sellers shall promptly notify each other of cause the Company to) give prompt notice to Buyer of: (a) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event event, the occurrence or non-occurrence of which, would which is likely to cause any representation or result in warranty of any of the conditions to the Merger Seller set forth in Article VI not being this Agreement to be untrue or inaccurate at or prior to Closing, and (b) any failure of the Company or any Seller to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementby it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.10 6.5 shall not (i) cure limit or otherwise affect any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice, or (ii) constitute an acknowledgment or admission of a breach of this Agreement; provided furtherand provided, further that the failure to give prompt deliver a notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 6.5 shall not be taken into account for purposes of considered in determining whether the condition referred to set forth in Section 6.3(b7.2(a) shall have or Section 7.2(b) has been satisfied. No disclosure by the Company or a Seller pursuant to this Section 6.5 shall affect or be deemed to modify, amend or supplement any representation or warranty set forth herein or in the Disclosure Schedule or the conditions to the obligations of the parties to consummate the Acquisition in accordance with the terms and provisions hereof, restrict, impair or otherwise affect any Indemnified Parties’ right to indemnification hereunder or otherwise prevent or cure any misrepresentations, breach of warranty or breach of covenant.

Notification of Certain Matters. The Company Ryland and Parent Standard Pacific shall promptly notify each other of (a) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if (b) any other notice or communication from any Governmental Entity in connection with the subject matter of such communication could be material to the Company, the Surviving Corporation or Parenttransactions contemplated hereby, (bc) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (cd) the discovery any change, condition or event (i) that renders or would reasonably be expected to render any representation or warranty of such party set forth in this Agreement (disregarding any fact materiality qualification contained therein) to be untrue or circumstance that, inaccurate in any material respect or the occurrence (ii) that results or non-occurrence of any event the occurrence or non-occurrence of which, would cause or reasonably be expected to result in any failure of the conditions such party to the Merger comply with or satisfy in any material respect any covenant, condition or agreement (including any condition set forth in Article VI not being VI) to be complied with or satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementhereunder; provided, however, that no such notification shall affect any of the delivery of any notice pursuant representations, warranties, covenants, rights or remedies, or the conditions to this Section 5.10 shall not (i) cure any breach the obligations of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such noticeparties hereunder; provided further, that failure to give prompt notice pursuant to clause (cd) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (cd) of the first sentence of this Section 5.105.9, the Companyneither Xxxxxx’x nor Standard Pacific’s compliance or failure of compliance with this Section 5.10 5.9 shall not be taken into account for purposes of determining whether the condition conditions referred to in Section 6.2(b) or Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company WPZ shall give prompt notice to Parent, and (in the case of clauses (a), (d) and (e) of this Section 7.8 only) Parent and Merger Subsidiary shall promptly notify each other give prompt notice to WPZ, of (a) the occurrence, or failure to occur, of any notice event, which occurrence or other communication received by failure to occur has caused or is reasonably likely to cause any representation or warranty of such party from any Governmental Entity contained in connection with the Merger this Agreement or the other transactions agreements contemplated hereby or to be untrue at any time from any Person alleging that the consent date of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material this Agreement to the Company, the Surviving Corporation or ParentClosing Date, (b) any Action Material Adverse Effect with respect to the WPZ Companies, taken as a whole, or any event, change, occurrence, effect, fact, condition, development or circumstance or series of events, changes, occurrences, effects, facts, conditions, developments or circumstances that could reasonably be expected to result in a Material Adverse Effect with respect to the WPZ Companies, taken as a whole, (c) any material claims, actions, proceedings, litigation or governmental investigations commenced or, to such party’s knowledgeits Knowledge, threatened againstthreatened, relating to or involving or otherwise affecting such party WPZ or any of its Subsidiaries which relate to the Merger or any of their material property or assets or the other transactions contemplated hereby which is likely to have a Material Adverse Effect on the WPZ Companies, taken as a whole, (d) any failure of WPZ or Parent or of any officer, director, employee or agent thereof to comply in all material respects with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder or (ce) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions written notice which Parent has received from its bank financing sources to the Merger effect that the condition set forth in Article VI Section 8.3(e) will not being satisfied or satisfaction of those conditions being materially delayed to be satisfied. Notwithstanding anything in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided furthercontrary, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.no

Notification of Certain Matters. The Company Globespan and Parent Virata shall ------------------------------- promptly notify each other of (ai) the occurrence or non-occurrence of any fact or event which would be reasonably likely (A) to cause any of its representations or warranties contained in this Agreement or in the Exhibits, Schedules, disclosure letters and the other agreements and instruments delivered in connection herewith to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time or (B) to cause any of the covenants, conditions or agreements to which it is subject under this Agreement or in the Exhibits, Schedules, disclosure letters and the other agreements and instruments delivered in connection herewith not to be complied with or satisfied in any material respect and (ii) any failure of Globespan or Virata, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder or pursuant to the Exhibits, Schedules, disclosure letters and the other agreements and instruments delivered in connection herewith in any material respect; provided, however, that no such notification shall affect the -------- ------- representations or warranties of any party or the conditions to the obligations of any party hereunder. Each of Globespan and Virata shall give prompt notice to the other party of any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person third party alleging that the consent of such Person third party is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of by this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall promptly notify each other give prompt notice to the Company, of (ai) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person person alleging that the consent of such Person person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, (bii) any Action actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledgeKnowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or hereby, (ciii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result result, or be reasonably likely to cause or result, in any of the conditions Conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementdelayed; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.12 shall not (ix) cure any breach of, or non-compliance with, any other provision of this Agreement or (iiy) limit the remedies available to the party receiving such notice; provided and, provided, further, that the failure to give prompt notice hereunder pursuant to clause (ciii) shall not constitute a failure of a condition Condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge thatCompany shall notify Parent, except on a reasonably current basis, of any events or changes with respect to clause any criminal or material regulatory investigation or action involving the Company or any of its Affiliates (c) of the first sentence of this Section 5.10but, the Company’s compliance excluding traffic violations or failure of compliance similar misdemeanors), and shall reasonably cooperate with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred Parent or its Affiliates in efforts to mitigate any adverse consequences to Parent or its Affiliates which may arise (including by coordinating and providing assistance in Section 6.3(b) shall have been satisfiedmeeting with regulators).

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall promptly notify each other give prompt notice to the Company, of (ai) any notice or other communication received by such party from any Governmental Entity in connection with the Offer, the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Offer, the Merger or the other transactions contemplated hereby, if the subject matter of such communication could or the failure of such party to obtain such consent would reasonably be expected to be material to the Company, the Surviving Corporation or Parent, (bii) any Action actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Offer, the Merger or the other transactions contemplated hereby or hereby, (ciii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result result, or would reasonably be expected to cause or result, in any of the conditions to the Offer or the Merger set forth in Annex A or Article VI VII not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementdelayed; provided, however, that the delivery of any notice pursuant to this Section 5.10 6.10 shall not (ix) cure any breach of, or non-compliance with, any other provision of this Agreement or (iiy) limit the remedies available to the party receiving such notice; provided and, provided, further, that the failure to give prompt notice hereunder pursuant to clause (ciii) shall not constitute a failure of a condition to the Merger set forth in Annex A or Article VI VII except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company and Majority Shareholder shall give prompt notice to Merger Sub and Parent and Merger Sub and Parent shall promptly notify each other give prompt notice to the Company and Majority Shareholder, of (a) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the whose occurrence or non-occurrence of whichoccurrence, as the case may be, would be likely to cause either (i) any representation or result warranty contained in this Agreement to be untrue or inaccurate at any of time from the conditions date hereof to the Merger Effective Time or (ii) any condition set forth in Article VI not being X to be unsatisfied on any date (assuming, for such purposes, that such date was the Stock Purchase Closing Date) from the date hereof to the Stock Purchase Closing Date and (b) any material failure of the Company, Majority Shareholder, Merger Sub or Parent, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant or agreement to be complied with or satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementby it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.10 7.4 shall not (i) cure any breach of, limit or non-compliance with, any other provision of this Agreement or (ii) limit otherwise affect the remedies available hereunder to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure the representations or warranties of a condition the parties, the conditions to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) obligations of the first sentence of this Section 5.10parties hereto, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to any indemnification obligation contained in Section 6.3(b) shall have been satisfiedArticles VIII or IX hereof.

Notification of Certain Matters. The Company and Parent shall promptly notify each other of (a) any give prompt notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, and the Surviving Corporation Company shall give prompt notice to Parent, of: (i) the occurrence, or non-occurrence, in each case, to the knowledge of the Company or Parent, (b) any Action commenced oras the case may be, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence occurrence, or non-occurrence occurrence, of whichwhich results in the executive officers of the Company or Parent, as the case may be, having a good faith belief that such change or event would be reasonably likely to cause (x) any representation or result warranty of such entity contained in this Agreement that is not qualified as to materiality to be untrue or inaccurate in any material respect, (y) any representation or warranty of such entity contained in this Agreement that is qualified as to materiality to be untrue or inaccurate in any respect, or (z) any covenant, condition or agreement of such entity contained in this Agreement not to be complied with or satisfied in all material respects; and (ii) the executive officers of the conditions Company or Parent, as the case may be, believing in good faith that the Company or Parent, as the case may be, has, to the Merger set forth knowledge of the Company or Parent, as the case may be, failed to comply with in Article VI not being all material respects or satisfy in all material respects any covenant, condition or agreement of such entity to be complied with or satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementby it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.10 7.14 shall not (i) cure any breach of, limit or non-compliance with, any other provision of this Agreement or (ii) limit otherwise affect the remedies available hereunder to the party receiving such notice; provided further. Each of the Company, that failure to Parent and Sub shall give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact other parties hereof of any notice or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.other

Notification of Certain Matters. The Company Company, Omron and Parent shall promptly notify each other of (aa)(i) any notice or other communication received by such a party to this Agreement from any Governmental Entity in connection with the Offer, the Merger or the other transactions contemplated hereby or (ii) any notice or other communication received by a party to this Agreement from any Person alleging that the consent of such Person is or may be required in connection with the Offer, the Merger or the other transactions contemplated hereby if, in the case of this clause (ii), the subject matter or result of such communication would reasonably be expected to be material to the Company or the Offer, the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Offer, the Merger or the other transactions contemplated hereby unless, in the case of a threatened Action, such Action is, or would reasonably be expected to be, solely for immaterial monetary relief or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the Offer Conditions set forth in Exhibit A hereto or any of the conditions to the Merger set forth in Article VI VII not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 6.8 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided provided, further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI VII or the Offer Conditions set forth in Exhibit A hereto except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall promptly notify each other give prompt notice to the Company, of (ai) any notice or other communication received by such party from any Governmental Entity in connection with the Offer, the Merger or the other transactions contemplated hereby or from any Person person alleging that the consent of such Person person is or may be required in connection with the Offer, the Merger or the other transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, (bii) any Action actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Offer, the Merger or the other transactions contemplated hereby or hereby, (ciii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the Tender Offer Conditions or any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.13 shall not (ix) cure any breach of, or non-compliance with, any other provision of this Agreement or (iiy) limit the remedies available to the party receiving such notice; provided further. The Company shall notify Parent, that failure on a reasonably current basis, of any events or changes with respect to give prompt notice pursuant any material regulatory or other investigation or action involving the Company or any of its affiliates by any Governmental Entity, and shall reasonably cooperate with Parent or its affiliates in efforts to clause mitigate any adverse consequences to Parent or its affiliates which may arise (c) shall not constitute a failure of a condition to the Merger set forth including by coordinating and providing assistance in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failuremeeting with regulators). The parties agree and acknowledge that, except with respect to clause (ciii) of the first sentence of this Section 5.105.13, the Company’s compliance or failure of compliance with this Section 5.10 5.13 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(bparagraph (d) of Annex III shall have been satisfied.

Notification of Certain Matters. The Company From and Parent after the date of this Agreement until the Effective Time, each party hereto shall promptly notify each the other parties hereto of (a) any notice the occurrence, or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated herebynon-occurrence, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance thatevent the occurrence, or the occurrence or non-occurrence of which would be likely to cause (i) any event representations or warranties made in this Agreement, or any information furnished in the occurrence Company Disclosure Schedule (A) which is not qualified as to materiality, not to be accurate in any material respect, or non-occurrence (B) which is qualified as to materiality, not to be accurate, in each case, at the time such representation or warranty is made or such information is furnished, or (ii) any condition to the obligations of whichany party to effect the Merger not to be satisfied, or (b) the failure of the Company, Fairfax or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would cause or be likely to result in any of the conditions condition to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation obligations of any provision of this Agreementparty to effect the Merger not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.10 6.07 shall not (i) cure any breach of, or non-compliance with, any other provision be deemed to be an amendment of this Agreement or (ii) any Section in the Company Disclosure Schedule and shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement. No delivery of any notice pursuant to this Section 6.07 shall limit or affect the remedies available hereunder to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure including the rights of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree Fairfax under Section 7.02 and acknowledge that, except with respect to clause (c) those of the first sentence of this Company under Section 5.10, 7.03 in the Company’s compliance event that a representation or failure of compliance with this Section 5.10 warranty made by the Company or Fairfax herein shall not be taken into account for purposes true and correct as of determining whether the condition referred to in Section 6.3(b) shall have been satisfieddate hereof or as of the date when made (if a different date).

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall promptly notify each other give prompt notice to the Company, of (ai) any notice or other communication received by such party from any Governmental Entity Authority in connection with the Merger or the other transactions contemplated hereby Transactions or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated herebyTransactions, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, (bii) any Action actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledgeKnowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or Transactions, (ciii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause any representation or result warranty made by such party contained in any of this Agreement to be untrue such that the conditions to the Merger set forth in Article VI Section 6.2(a) or 6.3(a) would not being be satisfied and (iv) any failure of such party to comply with or satisfaction of those satisfy any covenant or agreement to be complied with or satisfied by it hereunder such that the conditions being materially delayed set forth in violation of any provision of this AgreementSection 6.2(b) or 6.3(b) would not be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.7 shall not (ix) be considered an admission that any representation or warranty is untrue for purposes of Article VI or Article VII, (y) cure any breach of, or non-compliance with, with any other provision of this Agreement or (iiz) limit the remedies available to the party receiving such notice; provided provided, further, that the failure to give prompt deliver any notice pursuant to clause (c) this Section 5.7 shall not constitute a failure of a be considered in determining whether the condition to the Merger set forth in Section 6.2(b) or 6.3(b) has been satisfied or the related termination right in Article VI VII is available except to the extent that the underlying fact or circumstance not so notified would standing alone constitute a party hereto is actually prejudiced by such a failure. The parties agree and acknowledge that, except with respect failure to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfiedgive notice.

Notification of Certain Matters. The Company Fxxxxx shall give prompt notice to Apogent and Parent Apogent shall promptly notify each other give prompt notice to Fxxxxx, as the case may be, of the occurrence, or failure to occur, of any event, which occurrence or failure to occur would reasonably be expected to cause (aa)(i) any notice representation or other communication received by warranty of such party from contained in this Agreement that is qualified as to “materiality” or “Material Adverse Effect” to be untrue or inaccurate in any Governmental Entity in connection with the Merger respect or the (ii) any other transactions contemplated hereby representation or from any Person alleging that the consent warranty of such Person party contained in this Agreement that is not qualified as to “materiality” or may “Material Adverse Effect” to be required untrue or inaccurate in connection with any material respect, in each case at any time from and after the Merger date of this Agreement until the Effective Time, or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (b) any Action commenced ormaterial failure of Fxxxxx and the Merger Sub or Apogent, as the case may be, to such party’s knowledgecomply with or satisfy any covenant, threatened againstcondition or agreement to be complied with or satisfied by it under this Agreement. In addition, relating Fxxxxx shall give prompt notice to Apogent and Apogent shall give prompt notice to Fxxxxx, as the case may be, of any change or involving event having, or otherwise affecting which would reasonably be expected to have, a Material Adverse Effect on such party or any of and its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance thatSubsidiaries, taken as a whole, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, which would cause or reasonably be expected to result in the failure of any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; providedto be satisfied. Notwithstanding the above, however, that the delivery of any notice pursuant to this Section 5.10 shall 5.14 will not (i) cure any breach of, limit or non-compliance with, any other provision of this Agreement or (ii) limit otherwise affect the remedies available hereunder to the party receiving such notice; provided further, that failure notice or the conditions to give prompt notice pursuant such party’s obligation to clause (c) shall not constitute a failure of a condition to consummate the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfiedMerger.

Notification of Certain Matters. (a) The Company and Parent shall promptly notify each other of (ai) any notice or other communication received by such party from any Governmental Entity in connection with the Merger Mergers or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger Mergers or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (bii) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries Company Subsidiary which relate to the Merger Mergers or the other transactions contemplated hereby (“Transaction Litigation”) or (ciii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, which would cause or reasonably be expected to result in any of the conditions to the Merger Mergers set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.9(a) shall not (ix) cure any breach of, or non-compliance with, any other provision of this Agreement or (iiy) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (ciii) shall not constitute a failure of a condition to the Merger Mergers set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company shall give prompt written notice to Parent and Parent shall promptly notify each other give prompt written notice to the Company, of (a) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event known to such Party, the occurrence or non-occurrence of whichwhich has resulted in, or is reasonably likely to result in, any representation or warranty set forth in this Agreement made by such Party to be untrue or inaccurate (taking into account any materiality qualification, to the extent applicable) which would cause the failure of either of the conditions set forth in Sections 7.2(a) or result 7.3(a) to be satisfied, (b) any failure by such Party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder which would cause the failure of either of the conditions set forth in Sections 7.2(a) or 7.3(a) to be satisfied, or (c) any action, suit, proceeding, inquiry or investigation pending or, to the Knowledge of such Party, threatened which questions or challenges or relates to this Agreement or the consummation of any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this AgreementTransactions; 44 provided, however, that the delivery of any notice pursuant to this Section 5.10 6.9 shall not (i) cure any breach of, limit or non-compliance with, any other provision of this Agreement or (ii) limit otherwise affect the remedies available hereunder to the party Party receiving such notice; provided further, notice and that failure to give prompt notice pursuant to clause (c) no such notification shall not constitute a failure modify the representations or warranties of a condition any Party or the conditions to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) obligations of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfiedany Party hereunder.

Notification of Certain Matters. The Company and Parent shall promptly notify each other of use its reasonable best efforts to give prompt written notice to the Company, and the Company shall use its reasonable best efforts to give prompt written notice to Parent, of: (a) any notice representation or other communication received warranty made by such party from in this Agreement that is inaccurate in any Governmental Entity material respect as of the date of this Agreement (or any representation or warranty made by such party in connection with this Agreement that is qualified by materiality or refers to Material Adverse Effect that is inaccurate in any respect as of the Merger or the other transactions contemplated hereby or from any Person alleging that the consent date of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Companythis Agreement), the Surviving Corporation occurrence or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery non-occurrence of any fact or circumstance that, event of which the Company is aware that would be reasonably likely to cause the condition precedent in Section 6.2(a) not to be satisfied or the occurrence or non-occurrence of any event of which Parent is aware that would be reasonably likely to cause the occurrence condition precedent in Section 6.3(a) not to be satisfied; or non-occurrence of which, would cause or result (b) any failure in any material respect of the conditions such party to the Merger set forth comply in Article VI not being a timely manner with or satisfy any covenant or agreement to be complied with or satisfied or satisfaction of those conditions being materially delayed in violation of any provision of by it under this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 shall not (i) cure any breach of, limit or non-compliance with, any other provision of this Agreement or (ii) limit otherwise affect the remedies available under this Agreement to the party receiving such notice; and provided further, further that failure no party shall have the right not to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to close the Merger set forth in Article VI except or the right to terminate this Agreement as a result of the extent that delivery of such a notice if the underlying fact or circumstance breach would not so notified would standing alone constitute result in such a failure. The parties agree party having such rights under the terms of Articles 6 and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied7 hereof.

Notification of Certain Matters. The Company Company, on the one hand, and Parent and Sub, on the other hand, shall promptly notify each give prompt notice to the other of party of: (a) any material notice or other communication from any Governmental Entity related to the transactions contemplated by this Agreement, (b) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which cause, in the case of Company, failure of the condition set forth in Section 7.2(a)(i), and, in the case of Parent or Sub, failure of the condition set forth in Section 7.3(a)(i), (c) any failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, which would cause, in the case of Company, failure of the condition set forth in Section 7.2(a)(ii), and, the case of Parent or Sub, failure of the condition set forth in Section 7.3(a)(ii), (d) any notice or other Written communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material by this Agreement and (e) with respect to the CompanyCompany only, the Surviving Corporation or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party occurrence of a Material Adverse Effect or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any condition, event, fact or circumstance that, or that would make the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any timely satisfaction of the conditions to the Merger condition set forth in Article VI not being satisfied Section 7.2(g) impossible or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementunlikely; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.8 shall not (i) cure limit or otherwise affect any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided furthernotice or (ii) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Company pursuant to this Section 5.8, that however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant. No notification under this Section 5.8 shall be required with respect to matters consented to in Writing by Parent or the actual taking of actions contemplated by Section 4.1 of the Disclosure Schedule. In the event of a failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger perform any covenant set forth in Article VI except this Section 5.8, the claim for the underlying matter as to which notice should have been delivered shall be made by reference to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except applicable provision of this Agreement with respect to clause (c) such matter and not as a breach of a covenant in this Section 5.8; claims for breach of the first sentence of obligations to make the notice required by this Section 5.10, the Company’s compliance or failure of compliance with 5.8 may be made by reference to this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied5.8.

Notification of Certain Matters. The Company shall give prompt notice to Ultimate Parent and Parent, and Ultimate Parent and Parent shall promptly notify each other give prompt notice to the Company, of (a) any notice or other communication received by such party Party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated herebyMerger, if the subject matter of such communication could or the failure of such Party to obtain such consent would reasonably be expected to be material to the Company, the Surviving Corporation Corporation, Ultimate Parent or Parent, Parent and (b) any Action actions, suits, claims or proceedings commenced or, to such party’s Party's knowledge, threatened against, relating to or involving or otherwise affecting such party Party or any of its Subsidiaries subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementhereby; provided, however, provided that neither the delivery of any notice pursuant to this Section 5.10 7.5 nor the access to any information pursuant to Section 7.6 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party Party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties Parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, that the Company’s 's, on the one hand, and Ultimate Parent's or Parent's on the other hand, compliance or failure of compliance with this Section 5.10 7.5 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b8.2(b) or Section 8.3(b), respectively, shall have been satisfiedsatisfied with respect to performance in all material respects with this Section 7.5.

Notification of Certain Matters. The Company shall give ------------------------------- prompt notice to the Purchaser and Parent the Purchaser shall promptly notify each other give prompt notice to the Company, of (a) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the whose occurrence or non-occurrence of whichoccurrence, as the case may be, would be likely to cause either (i) any representation or result warranty contained in this Agreement to be untrue or inaccurate in any of material respect at any time from the conditions date hereof to the Merger Effective Time (except to the extent it refers to a specific date (but ignoring for the purpose of this sentence any references to a specific date contained in the representations and warranties contained in Sections 3.11, 3.13(a)(vi), 3.16, 3.18, 3.24 and 3.27 of this Agreement) or (ii) any condition set forth in Article VI not being Annex I to be unsatisfied in any material respect at any time from the date hereof to the date the Purchaser purchases Shares pursuant to the Offer (except to the extent it refers to a specific date), (b) any circumstances that, to the knowledge of the Company, may cause the Company to suffer any Company Material Adverse Change in the foreseeable future and (c) any material failure of the Company, the Purchaser or Parent, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementby it hereunder; provided, however, -------- ------- that the delivery of any notice pursuant to this Section 5.10 6.3 shall not (i) cure any breach of, limit or non-compliance with, any other provision of this Agreement or (ii) limit otherwise affect the remedies available hereunder to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure or the representations or warranties of a condition the parties or the conditions to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) obligations of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfiedparties hereto.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall promptly notify each other give prompt notice to the Company, of (a) the occurrence, or non-occurrence, of any notice event the occurrence, or other communication received non-occurrence, of which could reasonably be expected to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect, in the case of representations or warranties not qualified by such party from any Governmental Entity "material" or "Company Material Adverse Effect" qualifier, or in connection with any respect, in the Merger case of representations or warranties qualified by the other transactions contemplated hereby "material" or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby"Company Material Adverse Effect" qualifier, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, and (b) any Action commenced orfailure of the Company, Parent or Merger Sub, as the case may be, to such party’s knowledgecomply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder; PROVIDED, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, howeverHOWEVER, that the delivery of any notice pursuant to this Section 5.10 6.07 shall not (i) cure any breach of, limit or non-compliance with, any other provision of this Agreement or (ii) limit otherwise affect the remedies available hereunder to the party receiving such notice; provided further. In addition, that failure to the Company shall give prompt written notice pursuant to clause (c) Parent, and Parent shall not constitute a failure of a condition give prompt written notice to the Merger set forth Company, of any notice or other communication (i) from any person and the response thereto of the Company or the Subsidiaries or Parent, as the case may be, or its or their Representatives alleging that the consent of such person is or may be required in Article VI connection with this Agreement or the Transactions, (ii) from any Governmental Authority and the response thereto of the Company or the Subsidiaries or Parent, as the case may be, or its or their Representatives in connection with this Agreement or the Transactions, and (iii) except in the event the Company Board shall have effected a Change of Board Recommendation, from or to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfiedSEC.

Notification of Certain Matters. The Company From and Parent after the date of this Agreement until the earlier to occur of the termination of this Agreement or the Effective Time, each party hereto shall promptly notify each the other parties hereto in writing of (a) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance thatoccurrence, or the occurrence or non-occurrence nonoccurrence, of any event the occurrence or non-occurrence nonoccurrence of whichwhich would be likely to cause (i) any representations or warranties made in this Agreement, or any information furnished on any Schedule in the Parent Disclosure Schedule or the Company Disclosure Schedule, not to be accurate, to a degree which would cause any condition to the obligations of any party to effect the Merger not to be satisfied, either at the time such representation or warranty is made, or such information is furnished, or at the time of the occurrence or nonoccurrence of such event, or (ii) any condition to the obligations of any party to effect the Merger not to be satisfied, including, without limitation, the failure of the Company to satisfy the condition specified in Section 9.02(c), or (b) the failure of the Company or Parent, as the case be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would be likely to result in any of the conditions condition to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation obligations of any provision of this Agreementparty to effect the Merger not be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.10 7.03 shall not (i) cure any breach of, or non-compliance with, any other provision be deemed to be an amendment of this Agreement or (ii) any Schedule in the Parent Disclosure Schedule or the Company Disclosure Schedule and shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement. No delivery of any notice pursuant to this Section 7.03 shall limit or affect the remedies available hereunder to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (cincluding the rights of Parent under Section 9.02(a) shall not constitute a failure of a condition to and the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) rights of the first sentence of this Company under Section 5.109.03(a), in the Company’s compliance event that a representation or failure of compliance with this Section 5.10 warranty made by the Company or Parent herein shall not be taken into account for purposes true and correct as of determining whether the condition referred to in Section 6.3(b) shall have been satisfieddate hereof and as of the Effective Time.

Notification of Certain Matters. The Parent (on behalf of itself and Buyer) and Seller (on behalf of itself and Company and Parent Company Subsidiary) shall promptly notify each other of (a) any notice or other communication received by such party or its Representatives from any Governmental Entity Government Authority in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, Company Subsidiary, Parent, Buyer or the Surviving Corporation or Parentprompt consummation of the transactions contemplated hereby, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate relates to or is reasonably expected to affect the Merger or prompt consummation of the other transactions contemplated hereby or hereby, (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, has caused or would cause or result in any of the conditions to the Merger set forth in Article VI X not being satisfied or satisfaction of those conditions being materially delayed in violation delayed, (d) the occurrence or non-occurrence of any provision event, change, circumstance, effect or state of facts, individually or in the aggregate, that has caused or is reasonably likely to cause any representation or warranty contained in this Agreement of such party to be untrue or inaccurate in any material respect, or (e) any material failure of Seller, Parent or Buyer, as the case may be, or any officer, director, employee, agent or Representative of Seller, Parent or Buyer, as applicable, to comply with any covenant, or agreement to be complied with under this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 6.16 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) this Section 6.16 shall not constitute a failure of a condition to the Merger set forth in Article VI X except to the extent that the underlying fact or circumstance not so notified would would, standing alone alone, constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company NPCC shall give prompt notice to USAC, and Parent USAC shall promptly notify each other give prompt notice to NPCC, of (a) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby by this Agreement or from any Person person alleging that the consent of such Person person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parentby this Agreement, (b) any Action actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledgeKnowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which DCLIC that relate to the Merger or the other transactions contemplated hereby or by this Agreement, (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause any representation or result warranty made by such party contained in this Agreement (i) that is qualified as to materiality or NPCC Material Adverse Effect or USAC Material Adverse Effect, as applicable, to be untrue and (ii) that is not so qualified to be untrue in any material respect, and (d) any material failure of the conditions such party to the Merger set forth in Article VI not being comply with or satisfy any covenant or agreement to be complied with or satisfied or satisfaction of those conditions being materially delayed in violation of any provision of by it under this Agreement; provided, however, that the delivery of any notice pursuant to under this Section 5.10 shall not (ix) cure any breach of, or non-compliance with, any other provision of this Agreement or (iiy) limit the remedies available to the party receiving such notice; provided further. NPCC shall notify USAC, that failure to give prompt notice pursuant to clause (c) shall not constitute on a failure current basis, of a condition to the Merger set forth in Article VI except to the extent that the underlying fact any events or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except changes with respect to clause any criminal or regulatory investigation or action involving NPCC or any of its Affiliates, and shall reasonably cooperate with USAC or its Affiliates in efforts to mitigate any adverse consequences to USAC or its Affiliates that may arise (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance including by coordinating and providing assistance in meeting with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfiedregulators).

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall promptly notify each other give prompt notice to the Company, of (a) any notice or other communication received by such party from any Governmental Entity Authority in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated herebyMerger, if the subject matter of such communication or the failure of such party to obtain such consent could be material to Parent or the Company, the Surviving Corporation or Parent, (b) any Action actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledgeKnowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or Merger, (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause any representation or result warranty made by such party contained in this Agreement (i) that is qualified as to materiality or Material Adverse Effect to be untrue and (ii) that is not so qualified to be untrue in any material respect, and (d) any material failure of the conditions such party to the Merger set forth in Article VI not being comply with or satisfy any covenant or agreement to be complied with or satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementby it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.7 shall not (iA) cure any breach of, or non-compliance with, any other provision of this Agreement or (iiB) limit the remedies available to the party receiving such notice; provided further, that . Any failure to give prompt notice pursuant to clause (c) this Section 5.7 shall not be deemed to constitute a violation of this Section 5.7 or the failure of any condition set forth in Article VI or otherwise constitute a breach of this Agreement, unless the underlying matter requiring notice would independently result in a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company and Parent shall promptly notify each other of use its reasonable best efforts to give prompt written notice to the Company, and the Company shall use its reasonable best efforts to give prompt written notice to Parent, of: (a) any notice representation or other communication received warranty made by such party from in this Agreement that is inaccurate in any Governmental Entity material respect as of the date of this Agreement (or any representation or warranty made by such party in connection with this Agreement that is qualified by materiality or refers to Company Material Adverse Effect or Parent Material Adverse Effect, as the Merger or case may be, that is inaccurate in any respect as of the other transactions contemplated hereby or from any Person alleging that the consent date of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Companythis Agreement), the Surviving Corporation occurrence or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery non-occurrence of any fact or circumstance that, event of which the Company is aware that would be reasonably likely to cause the condition precedent in Section 6.2(a) not to be satisfied or the occurrence or non-occurrence of any event of which Parent is aware that would be reasonably likely to cause the occurrence condition precedent in Section 6.3(a) not to be satisfied; or non-occurrence of which, would cause or result (b) any failure in any material respect of the conditions such party to the Merger set forth comply in Article VI not being a timely manner with or satisfy any covenant or agreement to be complied with or satisfied or satisfaction of those conditions being materially delayed in violation of any provision of by it under this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.11 shall not (i) cure any breach of, limit or non-compliance with, any other provision of this Agreement or (ii) limit otherwise affect the remedies available under this Agreement to the party receiving such notice; and provided further, further that failure no party shall have the right not to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to close the Merger set forth in Article VI except or the right to terminate this Agreement as a result of the extent that delivery of such a notice if the underlying fact or circumstance breach would not so notified would standing alone constitute result in such a failure. The parties agree party having such rights under the terms of Articles VI and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfiedVII hereof.

Notification of Certain Matters. The Company and shall use its commercially reasonable efforts to give prompt notice to Parent shall promptly notify each other to the extent that it acquires actual knowledge of (ai) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any fact or event the whose occurrence or non-occurrence occurrence, as the case may be, reasonably would be likely to cause (A) any Offer Condition to fail to be satisfied at any time from the date of which, would cause or result in any of the conditions this Agreement to the Merger Acceptance Time (except to the extent any Offer Condition refers to a specific date) or (B) any condition set forth in Article VI not being Section 7.1 or Section 7.2 to fail to be satisfied or satisfaction at any time from the date of those conditions being materially delayed in violation this Agreement to the Closing (except to the extent any such condition refers to a specific date), (ii) the occurrence of any provision event the occurrence of which would be reasonably likely to cause any representation or warranty of the Company contained in this Agreement; providedAgreement to be untrue or inaccurate in any material respect as of the date hereof or as of the Closing Date and (iii) any failure of the Company to comply with or timely satisfy any covenant, howevercondition or agreement to be complied with or satisfied by it hereunder. Parent shall use its commercially reasonable efforts to give prompt notice to Company to the extent that it acquires actual knowledge of (i) the occurrence of any event the occurrence of which would be reasonably likely to cause any representation or warranty of Parent contained in this Agreement to be untrue or inaccurate in any material respect as of the date hereof or as of the Closing Date and (ii) any failure of Parent or Purchaser to comply with or satisfy any covenant, that condition or agreement to be complied with or satisfied by it hereunder. Notwithstanding the foregoing, the delivery of any notice pursuant to this Section 5.10 6.8 shall not (i) cure any breach of, limit or non-compliance with, any other provision of this Agreement or (ii) limit otherwise affect the remedies available hereunder to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company and Parent shall (A) BFST will promptly notify each other of (a) any notice or other communication received by such party from any Governmental Entity TCBI in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, writing if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery it becomes aware of any fact or circumstance thatcondition that makes or shows to be untrue any representation or warranty made by BFST in, or any information disclosed on the occurrence or non-occurrence of any event the occurrence or non-occurrence of whichSchedules provided to TCBI by BFST under, this Agreement; reasonably would be expected to cause or result in constitute a breach of, of failure to comply with, any of the conditions covenants or agreements of BFST contained in this Agreement; or reasonably would be expected to give rise, individually or in the aggregate, to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation failure to occur of any provision closing condition under this Agreement. No information received by TCBI under this Section 7.12(A) will affect or be deemed to modify or waive any representation, warranty, covenant or agreement of BFST in this Agreement, any Schedules delivered in accordance with this Agreement, any condition to TCBI’s obligation to consummate the Merger or any remedies available to TCBI under this Agreement; provided, however, that any failure to give notice in accordance with the delivery foregoing shall not be deemed to constitute a violation of this Section 7.12(A) or the failure of any notice pursuant condition set forth in Section 8.01 or Section 8.03 to this Section 5.10 shall not (i) cure any breach ofbe satisfied, or non-compliance with, any other provision otherwise constitute a breach of this Agreement or (ii) limit the remedies available by BFST failing to the party receiving give such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute in each case unless the underlying breach would independently result in a failure of a condition to the Merger conditions set forth in Article VI except Section 8.01 or Section 8.03 to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company and Parent shall promptly notify each other of (a) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if (b) any other notice or communication from any Governmental Entity in connection with the subject matter of such communication could be material to the Company, the Surviving Corporation or Parenttransactions contemplated hereby, (bc) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (cd) the discovery any change, condition or event (i) that renders or would reasonably be expected to render any representation or warranty of such party set forth in this Agreement to be untrue or inaccurate in any fact or circumstance thatmaterial respect, or the occurrence (ii) that results or non-occurrence of any event the occurrence or non-occurrence of which, would cause or reasonably be expected to result in any failure of the conditions such party to the Merger comply with or satisfy in any material respect any covenant, condition or agreement (including any condition set forth in Article VI not being VI) to be complied with or satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementhereunder; provided, however, that with respect to any such change, condition or event described in the delivery foregoing clause (d)(i) that would not result in the failure of any notice pursuant a condition set forth in Article VI, the applicable party’s obligation to this Section 5.10 notify the other party “promptly” shall not (i) cure any breach ofbe deemed satisfied if such notification is delivered within seven days of such party becoming aware of the applicable change condition or event; provided, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided further, that no such notification shall affect any of the representations, warranties, covenants, rights or remedies, or the conditions to the obligations of, the parties hereunder; and provided, further, that an unintentional failure to give prompt notice pursuant to clause (c) provide such notification shall not constitute a failure breach of a condition to covenant for purposes of the Merger closing conditions set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfiedVI.

Notification of Certain Matters. The Company shall give prompt notice to Parent and Merger Sub and Parent and Merger Sub shall promptly notify each other give prompt notice to the Company of (a) any written notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or ParentTransactions, (b) any Action notice from any Governmental Authority in connection with the Transactions, (c) any Actions or claims commenced or, to such partyParty’s knowledgeKnowledge, threatened against, relating to or involving or otherwise affecting such party Party or any of its Subsidiaries which that relate to the Merger or the other transactions contemplated hereby or Transactions, (cd) the discovery of any fact or circumstance thatcircumstance, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of whichevent, that would cause any representation or result warranty made by such Party contained in any of the conditions this Agreement to be, with respect to the Merger Company, untrue or inaccurate such that the condition set forth in Article VI Section 7.02(a) would not being be satisfied, and with respect to Parent and Merger Sub, untrue or inaccurate such that the condition set forth in Section 7.03(a) would not be satisfied, and (e) any material failure of such Party to comply with or satisfy any covenant or agreement to be complied with or satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementby it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.10 6.14 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party Party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company and Parent SELLERS shall promptly notify each other TOG of (a) the occurrence or non-occurrence of any fact or event to the Knowledge of the two major shareholders of the SELLERS which would be reasonably likely (i) to cause any representation or warranty of SELLERS contained in this Agreement to be untrue or inaccurate in any material respect (except for individual representations and warranties with materiality qualifiers, in which case would be untrue or inaccurate in any respect) at any time from the date hereof to the Closing Date, unless such fact or event is expressly permitted pursuant to this Agreement, or (ii) to cause any covenant, condition or agreement of SELLERS in this Agreement not to be complied with or satisfied in any material respect and (b) any failure of SELLERS to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement in any material respect; provided, however, that no such notification shall affect the representations or warranties of SELLERS, or the right of TOG to rely thereon, or the conditions to the obligations of TOG. SELLERS shall give prompt written notice to TOG, in any event within ten (10) days following receipt of any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person third party alleging that the consent of such Person third party is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of by this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company and Parent shall promptly notify each other of (a) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which that relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would reasonably be expected to cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementdelayed; provided, however, that the delivery of any notice that no notification given pursuant to this Section 5.10 5.11 shall not (iw) cure limit, modify or otherwise affect any breach ofof the representations, warranties, covenants, obligations or non-compliance withconditions contained in this Agreement, (x) otherwise prejudice in any other provision way the rights and remedies of Parent and Merger Sub contained in this Agreement, (y) be deemed to affect or modify Parent’s or Merger Sub’s reliance on the representations, warranties, covenants and agreements made by the Company in this Agreement or (iiz) limit be deemed to amend or supplement the remedies available to the party receiving such notice; provided furtherCompany Disclosure Letter or prevent or cure any misrepresentation, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure breach of a condition to the Merger set forth in Article VI except to the extent that the underlying fact warranty or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) breach of the first sentence of this Section 5.10, covenant by the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The From and after the date of this Agreement until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 7.1, the Company and Parent shall promptly notify each other of (a) any notice or other communication received by such party or their respective Non-Profit VOAs or Non-Profit VCAs from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation Company or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate relates to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementdelayed; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.11 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company shall give prompt notice to Parent and Merger Sub, and Parent and Merger Sub shall promptly notify each other give prompt notice to the Company, of (ai) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty not so qualified, to be untrue or inaccurate in any material respect at or prior to the Effective Time, (ii) any material failure of the Company, Parent or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice or lapse of time or both, would become a default, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement material to the financial condition, properties, businesses or results of operations of it and its subsidiaries taken as a whole to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person third party alleging that the consent of such Person third party is or may be required in connection with the Merger or the other transactions contemplated herebyby this Agreement, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (bv) any Action commenced orMaterial Adverse Effect in their respective financial condition, to such party’s knowledgeproperties, threatened againstbusinesses or results of operations, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the taken as a whole, other transactions contemplated hereby or (c) the discovery of any fact or circumstance thatthan changes resulting from general economic conditions; PROVIDED, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, howeverHOWEVER, that the delivery of any notice pursuant to this Section 5.10 7.6 shall not (i) cure any such breach of, or non-compliance with, any other provision of this Agreement or (ii) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall promptly notify each other give prompt notice to the Company, of (a) any notice or other written communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person person alleging that the consent of such Person person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, (b) any Action actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries subsidiaries which relate to the Merger or the other transactions contemplated hereby or hereby, (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Merger set forth in Article VI VII not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 6.10 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause that (c1) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 6.10 shall not be taken into account for purposes of determining whether the condition referred to set forth in Section 6.3(b7.2(b) shall have been satisfiedsatisfied or, in and of itself, give rise to any right of termination under Section 8.4(b) and (2) Parent’s compliance or failure of compliance with this Section 6.10 shall not be taken into account for purposes of determining whether the condition set forth in Section 7.3(b) shall have been satisfied or, in and of itself, give rise to any right of termination under Section 8.3(b).

Notification of Certain Matters. The Company and Parent shall promptly notify each other of (a) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if (b) any other notice or communication from any Governmental Entity in connection with the subject matter of such communication could be material to the Company, the Surviving Corporation or Parenttransactions contemplated hereby, (bc) any Action commenced or, to such party’s knowledgeKnowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (cd) any change, condition or event occurring after the discovery date hereof (i) that renders or would reasonably be expected to render any representation or warranty of such party set forth in this Agreement (disregarding any fact materiality qualification contained therein) to be untrue or circumstance thatinaccurate in any manner that could reasonably be expected to cause the conditions set forth in Section 6.2(a) or Section 6.3(a), as the case may be, not to be satisfied or the occurrence (ii) that results or non-occurrence of any event the occurrence or non-occurrence of which, would cause or reasonably be expected to result in any failure of the conditions such party to the Merger comply with or satisfy in any material respect any covenant, condition or agreement (including any condition set forth in Article VI not being VI) to be complied with or satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementhereunder; provided, however, that no such notification shall affect any of the delivery of any notice pursuant representations, warranties, covenants, rights or remedies, or the conditions to this Section 5.10 shall not (i) cure any breach the obligations of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfiedhereunder.

Notification of Certain Matters. The Company From and Parent after the date of this Agreement until the Effective Time or the earlier termination of this Agreement pursuant to Article VIII hereof, each party hereto shall promptly notify each the other party hereto of (a) the occurrence, or nonoccurrence, of any notice event the occurrence, or other communication received non-occurrence of which would be likely to cause: (i) any representation or warranty made in this Agreement by such party from party, or any Governmental Entity information furnished in connection with the Merger Parent Disclosure Schedule or the other transactions contemplated hereby or from any Person alleging that Company Disclosure Schedule by such party, as the consent of such Person is or case may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (b) any Action commenced orbe, to be inaccurate either at the time such party’s knowledge, threatened against, relating to representation or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance thatwarranty was made, or such information is furnished, or at the time of the occurrence or non-occurrence of such event; or (ii) any event failure by such party to comply with or satisfy any condition to the occurrence obligations of such party to effect the Merger and the other transactions contemplated by this Agreement, or non-occurrence (b) the failure of whichthe Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would cause or be likely to result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation obligations of any provision of party to effect the Merger and the other transactions contemplated by this AgreementAgreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.10 6.07 shall not (i) cure any breach of, or non-compliance with, any other provision be deemed to be an amendment of this Agreement or (ii) any schedule in the Parent Disclosure Schedule or the Company Disclosure Schedule and shall not cure any breach of any representation or warranty requiring disclosure of such matter on the date of this Agreement. No delivery of any notice pursuant to this Section 6.07 shall limit or affect the remedies available hereunder to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Unless prohibited by applicable Law, the Company shall give prompt notice to Parent, and Parent and Merger Sub shall promptly notify each other give prompt notice to the Company, upon receiving Knowledge of (a) any notice notice, complaint, investigation or other communication received by such party hearing (or communications indicating that the same may be contemplated) from any Governmental Entity Authority in connection with this Agreement, the Merger or the other transactions contemplated hereby or from hereby, (b) any written notice of any Person (other than a Governmental Authority) alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (bc) any Action actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledgeKnowledge, threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to this Agreement, the Merger or the other transactions contemplated hereby hereby, or (cd) the discovery of any fact material change, effect, development or circumstance that, or that would reasonably be expected to give rise to a failure of a condition precedent in Section 7.2 (in the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any case of the conditions to Company) and Section 7.3 (in the Merger set forth in Article VI not being satisfied or satisfaction case of those conditions being materially delayed in violation of any provision of this AgreementParent); provided, however, that no such notification shall affect the delivery representations, warranties, covenants or agreements of any notice pursuant to this Section 5.10 shall not (i) cure any breach of, the parties herein or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available conditions to the party receiving such notice; provided further, that obligations of the parties hereunder and any failure to give prompt notice pursuant to clause make such notification (cin and of itself) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of in determining whether the condition referred to conditions set forth in Section 6.3(b7.2 (in the case of the Company) shall and Section 7.3 (in the case of Parent) have been satisfiedsatisfied or give rise to any right of termination to any party hereto under Article VIII.

Notification of Certain Matters. The Company and Parent shall promptly notify each other of Until the Acceptance Time: (a) any the Company shall give prompt notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent to Parent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (ci) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence of which reasonably could be expected to cause any representation or non-occurrence warranty of which, would cause the Company contained in this Agreement to be untrue or result inaccurate in any of material respect such that the conditions to the Merger condition set forth in Article VI clause (e) of Annex A would not being be satisfied, and (ii) any failure of the Company to comply with or satisfy in any material respect any covenant or agreement required to be complied with or satisfied or satisfaction by it hereunder such that, in the case of those conditions being materially delayed the Company, the condition set forth in violation clause (f) of Annex A would not be satisfied; and (b) Parent shall give prompt notice to the Company of (i) the occurrence of any provision event the occurrence of which reasonably could be expected to cause any representation or warranty of Parent or Purchaser contained in this AgreementAgreement to be untrue or inaccurate in any material respect, and (ii) any failure of Parent or Purchaser to comply with or satisfy in any material respect any covenant or agreement required to be complied with or satisfied by either of them hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.10 7.09 shall not (i) cure any breach of, limit or non-compliance with, any other provision of this Agreement or (ii) limit otherwise affect the remedies available hereunder to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Parent shall give prompt notice to the Company and Parent the Company shall promptly notify each other give prompt notice to Parent, as the case may be, of the occurrence, or failure to occur, of any event, which occurrence or failure to occur is reasonably likely to cause (aa)(i) any notice representation or other communication received by warranty of such party from contained in this Agreement that is qualified as to "materiality" or "Company Material Adverse Effect" or "Parent Material Adverse Effect", as the case may be, to be untrue or inaccurate in any Governmental Entity in connection with the Merger respect or the (ii) any other transactions contemplated hereby representation or from any Person alleging that the consent warranty of such Person is party contained in this Agreement to be untrue or may be required inaccurate in connection with any material respect, in each case at any time from and after the Merger date of this Agreement until the Effective Time or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (b) any Action commenced ormaterial failure of Parent and Merger Sub or the Company, as the case may be, to such party’s knowledgecomply with or satisfy any covenant, threatened againstcondition or agreement to be complied with or satisfied by it under this Agreement. In addition, relating Parent shall give prompt notice to the Company and the Company shall give prompt notice to Parent, as the case may be, of any change or involving event having, or otherwise affecting which is reasonably likely to have, a Parent Material Adverse Effect or Company Material Adverse Effect, as the case may be, on such party or any of and its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance thatSubsidiaries, taken as a whole, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, which would cause or be reasonably likely to result in the failure of any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; providedto be satisfied. Notwithstanding the above, however, that the delivery of any notice pursuant to this Section 5.10 shall 5.14 will not (i) cure any breach oflimit or otherwise affect the representations, warranties, covenants or non-compliance withagreements of the parties, any other provision of this Agreement or (ii) limit the remedies available hereunder to the party receiving such notice; provided further, that failure notice or the conditions to give prompt notice pursuant such party's obligation to clause (c) shall not constitute a failure of a condition to consummate the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfiedMerger.

Notification of Certain Matters. The Company Earthbound Group shall give notice to Buyer, and Parent Buyer shall give notice to the Earthbound Group, as promptly notify each other as reasonably practicable upon acquiring Knowledge of (a) any notice fact, change, condition, circumstance, event, occurrence or other communication received non-occurrence (an “Event”) that has caused or is reasonably likely to cause any representation or warranty in this Agreement made by such party from to be untrue or inaccurate in any Governmental Entity in connection with respect and arose at any time after the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material date hereof and prior to the Company, the Surviving Corporation or ParentClosing, (b) any Action commenced ormaterial failure on its part to comply with or satisfy any covenant, condition or agreement to such party’s knowledge, threatened against, relating to be complied with or involving or otherwise affecting satisfied by such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby hereunder or (c) institution of or the discovery written threat of institution of any fact or circumstance that, Legal Proceeding against a member of the Earthbound Group related to this Agreement or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementtransactions contemplated hereby; provided, however, that the delivery of any notice pursuant to this Section 5.10 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition party to give notice under this Section 7.14 hereof shall not give rise to (A) the Merger failure of any of the conditions set forth in Article VI except VIII of this Agreement to the extent that the underlying fact be satisfied, (B) a termination right of any party hereto pursuant to Article IX of this Agreement, (C) an indemnification claim, (D) any tort or circumstance extra-contractual claim, or (E) result in a breach of this Agreement. If any such Event did not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) exist as of the first sentence date of this Agreement and did not result from a breach of Section 5.107.1, then the Company’s compliance prompt delivery to Buyer (must also be within one day prior to Closing) of a supplement to the Schedules specifying such Event and the related change shall be deemed to have cured any misrepresentation or failure breach of compliance with this Section 5.10 shall not be taken into account for purposes representation or warranty that otherwise might have existed hereunder by reason of determining whether the condition referred to in Section 6.3(b) shall have been satisfiedsuch Event.

Notification of Certain Matters. The Company and Parent shall promptly notify each other of (a) The Company shall notify Parent, and Parent, Buyer or Merger Subsidiary shall notify the Company, of (i) any notice fact, event, circumstance, change, condition, or other communication received effect that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company or Parent, as applicable, (ii) any representation or warranty made by such party from it contained in this Agreement becoming untrue or inaccurate in any Governmental Entity material respect, and (iii) the failure by it to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent each case within three (3) business days of such Person is or may be required in connection with becoming aware of the Merger or the other transactions contemplated hereby, if the subject matter occurrence of such communication could be material to development; provided that the Company, the Surviving Corporation or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery failure of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions party to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any give a notice pursuant to this Section 5.10 shall not (i) cure render any underlying breach of representation or warranty a breach of, or non-compliance a failure to comply with, any other provision a covenant for the purposes of this Agreement or (ii) limit the remedies available Agreement. Failure to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (ccomply with this Section 6.12(a) shall not constitute result in a failure of a condition by any party to satisfy the Merger conditions set forth in Article VI except Section 7.2(a) or 7.3, as the case may be, unless the event or matter giving rise to the extent that obligation to notify hereunder involves a breach of a representation or warranty hereunder which results in a failure to satisfy the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to conditions set forth in Section 6.3(b) shall have been satisfied.Section

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall promptly notify each other give prompt notice to the Company, of (a) any notice or other communication received by such party from any Governmental Entity Authority in connection with the Merger or the other transactions contemplated hereby Transactions or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated herebyTransactions, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, (b) any Action actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledgeKnowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or Transactions, (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause any representation or result warranty made by such party contained in this Agreement (i) that is qualified as to materiality or Material Adverse Effect to be untrue and (ii) that is not so qualified to be untrue in any material respect, and (d) any material failure of the conditions such party to the Merger set forth in Article VI not being comply with or satisfy any covenant or agreement to be complied with or satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementby it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.8 shall not (ix) cure any breach of, or non-compliance with, any other provision of this Agreement or (iiy) limit the remedies available to the party receiving such notice; provided provided, further, that a failure to give prompt notice pursuant to clause (c) comply with this Section 5.8 shall not constitute a breach of this Agreement or the failure of a any condition to the Merger set forth in Article VI except to the extent that be satisfied unless the underlying fact or fact, circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure would independently result in the failure of compliance with this Section 5.10 shall not a condition set forth in Article VI to be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company and shall give prompt notice (provided that no delay shall be deemed a breach of this Section 5.6 unless Parent shall promptly notify each other of is actually harmed) to Parent of: (a) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event event, the occurrence or non-occurrence of which, would which is likely to cause any representation or result in any warranty of the conditions to the Merger Company set forth in Article VI not being this Agreement to be untrue or inaccurate at or prior to the Effective Time, and (b) any failure of the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementby it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.6 shall not (i) cure limit or otherwise affect any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice, or (ii) constitute an acknowledgment or admission of a breach of this Agreement; provided furtherand provided, further that the failure to give prompt deliver a notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 5.6 shall not be taken into account for purposes of considered in determining whether the condition referred to set forth in Section 6.3(b1.2(b)(ii)(A) shall have or Section 1.2(b)(ii)(B) has been satisfied. No disclosure by the Company pursuant to this Section 5.6 shall affect or be deemed to modify, amend or supplement any representation or warranty set forth herein or in the Disclosure Schedule or the conditions to the obligations of the parties to consummate the Merger in accordance with the terms and provisions hereof, restrict, impair or otherwise affect any Indemnified Parties’ right to indemnification hereunder or otherwise prevent or cure any misrepresentations, breach of warranty or breach of covenant.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall promptly notify each other give prompt notice to the Company, of (ai) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (bii) any Action Proceedings commenced or, to such party’s knowledgeKnowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or hereby, (ciii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would could reasonably be expected to cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement, or (iv) any notice of an actual or potential default, event of default, servicer event of default or similar event under any Securitization Instrument, or notice of a failure to perform an obligation thereunder; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.12 shall not (ix) cure any breach of, or non-compliance with, any other provision of this Agreement or (iiy) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge thatCompany shall notify Parent, except on a reasonably current basis, of any events or changes of which the Company is aware with respect to clause any criminal or regulatory investigation or action involving the Company or any of its Affiliates (c) of the first sentence of this Section 5.10but excluding traffic violations and similar misdemeanors), the Company’s compliance or failure of compliance and shall reasonably cooperate with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred Parent in efforts to mitigate any adverse consequences to Parent which may arise therefrom (including by coordinating and providing assistance in Section 6.3(b) shall have been satisfiedmeeting with regulators).

Notification of Certain Matters. The Company and Parent shall promptly notify each other use its reasonable best efforts to give prompt notice to the Company, and the Company shall use its reasonable best efforts to give prompt notice to Parent, of (a) the occurrence, or non-occurrence, of any notice event the occurrence, or other communication received by non-occurrence, of which it is aware and which would be reasonably likely to cause (i) any representation or warranty of the notifying party contained in this Agreement to be untrue or inaccurate at the Effective Time such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent applicable condition to closing set forth in Article VI would, or would reasonably be expected to, fail to be satisfied or (ii) any covenant, condition or agreement of the notifying party contained in this Agreement not to be complied with or satisfied such Person is that the applicable condition to closing set forth in Article VI would, or may would reasonably be required in connection with the Merger or the other transactions contemplated herebyexpected to, if the subject matter of such communication could fail to be material to the Company, the Surviving Corporation or Parentsatisfied, (b) any Action commenced orfailure of the notifying party to comply in a timely manner with or satisfy any covenant, condition or agreement to such party’s knowledgebe complied with or satisfied by it hereunder, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) any change, event or effect which would be reasonably likely to, individually or in the discovery of any fact aggregate, have a Company Material Adverse Effect or circumstance thatParent Material Adverse Effect, or as the occurrence or non-occurrence of any event case may be, on the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementnotifying party; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.5 shall not (i) cure any breach of, limit or non-compliance with, any other provision of this Agreement or (ii) limit otherwise affect the remedies available hereunder to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company Xxxxxx Parties shall give prompt notice to the Parent Parties, and the Parent Parties shall promptly notify each other give prompt notice to the Xxxxxx Parties, of (ai) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person person alleging that the consent of such Person person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the CompanyPartnership, the Surviving Corporation Entity or Parent, (bii) any Action actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledgeKnowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or hereby, (ciii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would would, individually or in the aggregate, cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied a Xxxxxx Material Adverse Effect or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementa Parent Material Adverse Effect, respectively; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.11 shall not (ix) cure any breach of, or non-compliance with, any other provision of this Agreement or (iiy) limit the remedies available to the party receiving such notice; provided further, that failure . The Xxxxxx Parties shall reasonably cooperate with the Parent Parties in efforts to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition mitigate any adverse consequences to the Merger set forth in Article VI except to the extent that the underlying fact Parent Parties which may arise from any criminal or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) regulatory investigation or action involving any of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance Xxxxxx Group Entities (including by coordinating and providing assistance in meeting with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfiedregulators).

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall promptly notify each other give prompt notice to the Company, of (a) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, (b) any Action Legal Proceedings commenced or, to such party’s knowledgeKnowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries subsidiaries which relate to the Merger or the other transactions contemplated hereby hereby, or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would reasonably be expected to cause or result in any of the conditions to the Merger set forth in Article VI ARTICLE VII not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 6.10 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement Agreement, (ii) be deemed to amend or supplement the Company Disclosure Schedule, or (iiiii) limit the remedies available to the party receiving such notice; provided furthernotice or the representations, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure warranties, covenants or agreements of a condition the parties, or the conditions to the Merger set forth in Article VI except to obligations of the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failureparties hereto. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, that the Company’s compliance or failure of compliance with this Section 5.10 6.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b7.2(b) shall have been satisfied.

Notification of Certain Matters. The Parent shall give prompt notice to the Company and the Company shall give prompt notice to Parent, as the case may be, of the occurrence, or failure to occur, of any event, which occurrence or failure to occur is reasonably likely to cause (a)(i) any representation or warranty of such party contained in this Agreement that is qualified as to “materiality,” or “Company Material Adverse Effect” to be untrue or inaccurate in any respect or (ii) any other representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect, in each case at any time from and after the date of this Agreement until the Offer Closing or (b) any material failure of Parent or Merger Sub or the Company, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. In addition, (i) the Company shall give prompt notice to Parent of any change or event having, or which would be reasonably likely to have, a Company Material Adverse Effect, (ii) Parent shall promptly notify give prompt notice to the Company, and the Company shall give prompt notice to Parent, as the case may be, of any change or event which would be reasonably likely to result in the failure of any of the conditions set forth in Exhibit A to be satisfied, and (iii) each of Parent and the Company shall give prompt notice to the other after receiving or becoming aware of (a) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or Transactions. Notwithstanding the other transactions contemplated herebyabove, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 shall 6.3 will not (i) cure any breach oflimit or otherwise affect the representations, warranties, covenants or non-compliance withagreements of the parties, any other provision of this Agreement or (ii) limit the remedies available hereunder to the party receiving such notice; provided further, that failure notice or the conditions to give prompt notice pursuant such party’s obligation to clause (c) shall not constitute a failure of a condition to consummate the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfiedTransactions.

Notification of Certain Matters. The Company CSERV and Parent the Shareholders shall promptly notify each other give prompt notice to Purchaser of (ai) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event event, the occurrence or non-occurrence of which, which would cause any representation or result warranty of CSERV or the Shareholders contained in any of this Agreement to be untrue or inaccurate, such that the conditions to the Merger condition set forth in Article VI Section 7.2(a) would not being be satisfied and (ii) any failure of CSERV or satisfaction of those conditions being materially delayed the Shareholders, as the case may be, to comply with or satisfy in violation of all material respects any provision of this Agreementcovenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.10 6.10 shall not (i) cure limit or otherwise affect any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided further. No disclosure by CSERV pursuant to this Section 6.6 shall be deemed to amend or supplement the CSERV Schedules or prevent or cure any misrepresentation, that failure to breach of warranty or breach of covenant. Purchaser shall give prompt notice pursuant to clause CSERV and the Shareholders of (ci) shall not constitute a failure the occurrence or non-occurrence of a any event, the occurrence or non-occurrence of would cause any representation or warranty of Purchaser contained in this Agreement to be untrue or inaccurate, such that the condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.in

Notification of Certain Matters. The Company shall give prompt notice to the Parent, and the Parent shall promptly notify each other of (a) any give prompt notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, of (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (ci) the discovery of any fact or circumstance thatoccurrence, or the occurrence or non-occurrence nonoccurrence, of any event which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate and (ii) any failure by such party (or the occurrence or non-occurrence of whichMerger Sub, would cause or result in any the case of the conditions Parent) to the Merger set forth in Article VI not being comply with or satisfy any covenant, condition or agreement to be complied with or satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementby it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.10 6.3 shall not (i) cure any breach of, limit or non-compliance with, any other provision of this Agreement or (ii) limit otherwise affect the remedies available hereunder to the party receiving such notice; provided further. If any event or matter arises after the date of this Agreement which, that failure if existing or occurring at the date of this Agreement, would have been required to give prompt notice be set forth or described in the Company Disclosure Letter or which is necessary to correct any information in the Company Disclosure Letter which has been rendered inaccurate thereby, then the Company shall promptly supplement, or amend, and deliver to the Parent the Company Disclosure Letter which it has delivered pursuant to clause (c) this Agreement. If any event or matter arises after the date 39 45 of this Agreement which, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in the Parent Disclosure Letter or which is necessary to correct any information in the Parent Disclosure Letter which has been rendered inaccurate thereby, then the Parent shall not constitute a failure of a condition promptly supplement, or amend, and deliver to the Merger set forth in Article VI except Company the Parent Disclosure Letter which it has delivered pursuant to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfiedAgreement.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall promptly notify each other give prompt notice to the Company, of (ai) any notice or other communication received by such party Party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could or the failure of such Party to obtain such consent would be material to the Company, the Surviving Corporation or Parent, (bii) any Action actions, suits, claims, investigations or proceedings commenced or, to such partyParty’s knowledgeKnowledge, threatened against, relating to or involving or otherwise affecting such party Party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or hereby, (ciii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would reasonably be likely to cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.12 shall not (ix) cure any breach of, or non-compliance with, any other provision of this Agreement or (iiy) limit the remedies available to the party Party receiving such notice; provided and, provided, further, that the failure to give prompt notice hereunder pursuant to clause (ciii) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge thatCompany shall notify Parent, except on a reasonably current basis, of any events or changes with respect to clause any regulatory investigation or action involving the Company or any of its Affiliates, and shall reasonably cooperate with Parent and its Affiliates in efforts to mitigate any adverse consequences to Parent or its Affiliates which may arise (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance including by coordinating and providing assistance in meeting with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfiedregulators).

Notification of Certain Matters. The Each of the Company and Parent shall promptly notify each advise the other of (ai) any notice or other material communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, by this Agreement; (bii) any Action notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (iii) any Legal Proceedings commenced or, to such party’s knowledgeits Knowledge, threatened against, relating to or involving or otherwise affecting such party the Company or any of its Subsidiaries which relate or Parent and any of its Subsidiaries, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed by the Merger Company pursuant to Section 3.24 or by Parent pursuant to Section 4.7; (iv) any Effect that would be reasonably likely to have a Company Material Adverse Effect, in the other transactions contemplated hereby case of the Company, or a Parent Material Adverse Effect, in the case of Parent; or (cv) such party becoming aware of the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event Effect that it believes would or would be reasonably likely to prevent or delay beyond the occurrence Termination Date the consummation of the transactions contemplated by this Agreement or non-occurrence of which, that results or would cause or reasonably be expected to result in any of the conditions to the Merger set forth in Article VI VII not being satisfied prior to the Termination Date; provided that no such notification shall affect the representations, warranties, covenants or satisfaction agreements of those the Parties (or remedies with respect thereto) or the conditions being materially delayed in violation to the obligations of any provision of the Parties under this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided further, that a failure to give prompt notice pursuant to clause (ccomply with this Section 6.1(d) shall not constitute a the failure of any condition set forth in Article VII to be satisfied unless the underlying change or event would independently result in the failure of a condition to the Merger set forth in Article VI except VII to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company shall use reasonable efforts to give prompt notice to Parent, and Parent shall promptly notify each other of use reasonable efforts to give prompt notice to the Company, of: (a) any notice or other communication received by such party from any Governmental Entity Authority in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated herebyTransactions, if the subject matter of such communication could would reasonably be expected to be material to the Company, the Surviving Corporation or Parent, ; (b) any Action commenced orinvestigation or legal, administrative, arbitral or other proceeding relating to the Transactions, to such party’s knowledgeKnowledge, commenced or threatened against, relating to or involving or otherwise affecting against such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or Subsidiaries; (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result would reasonably be expected to cause any representation or warranty made by such party contained in this Agreement: (i) that is qualified as to materiality or Material Adverse Effect to be untrue; and (ii) that is not so qualified to be untrue in any material respect; and (d) any material failure of the conditions such party to the Merger set forth in Article VI not being comply with or satisfy any covenant or agreement to be complied with or satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementby it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.7 shall not (inor shall any information provided pursuant to Section 5.6)): (A) be considered in determining whether any representation or warranty is true for purposes of Article 6 or Article 7; (B) cure any breach of, or non-compliance with, with any other provision of this Agreement Agreement; or (iiC) limit the remedies available to the party receiving such notice; provided provided, further, that the failure to give prompt deliver any notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 5.7 shall not be taken into account for purposes of considered in determining whether the condition referred to set forth in Section 6.2(b) or Section 6.3(b) shall have has been satisfiedsatisfied or the related termination right in Article 7 is available.

Notification of Certain Matters. The Company and shall give prompt notice to Parent shall promptly notify each other of (a) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event event, the occurrence or non-occurrence of which, which would reasonably be expected to cause any representation or result in any warranty of the conditions to the Merger Company set forth in Article VI not being this Agreement to be untrue or inaccurate at or prior to the Effective Time, and (b) any failure of the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. Parent shall give prompt notice to the Company of (x) the occurrence or satisfaction of those conditions being materially delayed in violation non-occurrence of any provision event, the occurrence or non-occurrence of which would cause any representation or warranty of Parent or Merger Sub set forth in this Agreement; providedAgreement to be untrue or inaccurate at or prior to the Effective Time, howeverand (y) any failure of Parent or Merger Sub to comply with or satisfy any covenant, that the condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 5.10 6.5 shall not (i) cure limit or otherwise affect any breach ofremedies otherwise available to Parent or the Company, or non-compliance withas applicable, any other provision of this Agreement or (ii) limit constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the remedies available Company pursuant to this Section 6.5 shall affect or be deemed to modify, amend or supplement any representation or warranty set forth herein, the Company Disclosure Schedule or the conditions to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) obligations of the first sentence of this Section 5.10parties to consummate the transactions contemplated hereby in accordance with the terms and conditions hereof, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred limit any right to in Section 6.3(b) shall have been satisfiedindemnification provided herein.

Notification of Certain Matters. The Company Liberty and Parent SplitCo shall promptly notify each other give prompt notice to SiriusXM, and SiriusXM shall give prompt notice to Liberty and SplitCo, of (ai) any notice or other communication received by such party from any Governmental Entity Authority in connection with the Merger or the other transactions contemplated hereby Transactions or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated herebyTransactions, if the subject matter of such communication could or the failure of such party to obtain such consent would reasonably be expected to be material to Liberty (solely with respect to the CompanySplitCo Business, SplitCo and SplitCo’s Subsidiaries, the Surviving Corporation Liberty Owned SiriusXM Shares or Parentthe Transactions), SplitCo, or SiriusXM, (bii) any Action Actions commenced or, to such party’s knowledgeKnowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or Transactions, (ciii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause any representation or result warranty made by such party contained in any of the conditions this Agreement to be breached, which breach would give rise to the Merger failure of a condition set forth in Article VI not being Section 7.2(a) or Section 7.3(a), and (iv) any material failure of such party to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder which failure would give rise to the failure of a condition set forth in Section 7.2(b), Section 7.2(c) or satisfaction of those conditions being materially delayed in violation of any provision of this AgreementSection 7.3(b); provided, however, that the delivery of any notice pursuant to this Section 5.10 6.9 shall not (ix) cure any breach of, or non-compliance with, any other provision of this Agreement or (iiy) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall promptly notify each other give prompt notice to the Company, of (a) the occurrence, or non occurrence, of any notice event the occurrence, or other communication received non occurrence, of which could reasonably be expected to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect, in the case of representations or warranties not qualified by such party from any Governmental Entity “material” or “Company Material Adverse Effect” qualifier, or in connection with any respect, in the Merger case of representations or warranties qualified by the other transactions contemplated hereby “material” or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby“Company Material Adverse Effect” qualifier, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, and (b) any Action commenced orfailure of the Company, Parent or Merger Sub, as the case may be, to such party’s knowledge, threatened against, relating comply with or satisfy any covenant or agreement to be complied with or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementby it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.10 6.05 shall not (i) cure any breach of, limit or non-compliance with, any other provision of this Agreement or (ii) limit otherwise affect the remedies available hereunder to the party receiving such notice; provided further. In addition, that failure to the Company shall give prompt written notice pursuant to clause (c) Parent, and Parent shall not constitute a failure of a condition give prompt written notice to the Merger set forth Company, of any notice or other communication (i) from any person and the response thereto of the Company or the Subsidiaries or Parent, as the case may be, or its or their Representatives alleging that the consent of such person is or may be required in Article VI connection with this Agreement or the Transactions, (ii) from any Governmental Authority and the response thereto of the Company or the Subsidiaries or Parent, as the case may be, or its or their Representatives in connection with this Agreement or the Transactions, and (iii) except in the event the Company Board shall have effected a Change of Board Recommendation, from or to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfiedSEC.

Notification of Certain Matters. The Each of the Company and Parent the Buyer shall promptly notify each give prompt notice to the other of (a) the discovery by the party giving notice of any fact or circumstance that, or the occurrence, or failure to occur, of any event, which occurrence or failure to occur would cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect, at any time from and after the date of this Agreement until the Effective Time, (b) any material failure of the party giving notice to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (c) any notice or other communication received by such the party giving notice from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated herebyby this Agreement, if the subject matter of such communication or the failure of such party to obtain such consent could reasonably be expected to be material to the Company, the Surviving Corporation or Parentthe Buyer, and (bd) any Action actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledgethe Knowledge of the party giving notice, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of by this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 6.9 shall not (ix) be considered an admission that any representation or warranty is untrue for purposes of Article VII or Article VIII, (y) cure any breach of, or non-compliance with, with any other provision of this Agreement or (iiz) limit the remedies available to the party receiving such notice; provided further. Notwithstanding the above, that failure to give prompt the delivery of any notice pursuant to clause (c) shall this Section will not constitute a failure of a condition limit or otherwise affect the remedies available hereunder to the Merger set forth in Article VI except party receiving such notice or the conditions to such party’s obligation to consummate the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfiedMerger.

Notification of Certain Matters. The Company and Parent shall use its reasonable best efforts to give notice as promptly notify each other of (a) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material as practicable to the Company, and the Surviving Corporation or Company shall use its reasonable best efforts to give notice as promptly as practicable to Parent, of: (ba) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event or circumstance, of which the occurrence Parent or non-occurrence of whichCompany (as applicable) is aware, would cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 shall not and which causes (i) cure any breach of, the representations or non-compliance with, any other provision of warranties contained in this Agreement and made by it to fail to be true and correct in all material respects or (ii) limit the remedies available covenants, conditions or agreements contained in this Agreement and made by it not to be complied with or satisfied in all material respects; (b) any failure of any of Parent, Merger Sub, or the party receiving such noticeCompany, as the case may be, to comply in all material respects in a timely manner with or satisfy its respective covenants, conditions or agreements to be complied with or satisfied by it hereunder; provided further, that failure to give prompt notice pursuant to clause (c) in the case of the Company, a Company Material Adverse Effect; and (d) in the case of the Parent, a Parent Material Adverse Effect. Notwithstanding anything in the Agreement to the contrary, (A) the failure of any Party to provide a notice required under this Section 6.6 shall not constitute a failure of a condition to the Merger set forth obligations of any Party in this Agreement or Annex A nor shall such failure affect the right of any Party to terminate in accordance with Article VI except VIII, unless in any case the event or circumstance relates to a Company Material Adverse Effect (in the case of the Company) or a Parent Material Adverse Effect (in the case of Parent) and (B) the notice obligations under this Section 6.6 shall not modify or reduce the representations, warranties or covenants of any Party or the conditions to the extent that obligations of any Party hereunder, nor shall it limit or otherwise affect the underlying fact or circumstance not so notified would standing alone constitute remedies available hereunder to the Party receiving such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfiednotice.

Notification of Certain Matters. The Company shall give prompt ------------------------------- notice to Parent and Parent shall promptly notify each other of (a) any give prompt notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, of (bi) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-nonoccurrence of which is reasonably likely to cause any representation or warranty of such party contained in this Agreement to be materially untrue or inaccurate, (ii) any failure of the Company or Parent, as the case may be, materially to comply with or satisfy, or the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which is reasonably likely to cause the failure by such party materially to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) the Company obtaining knowledge of a material breach by Parent, or Parent obtaining knowledge of a material breach by the Company, of their respective representations, warranties, or covenants hereunder of which the breaching party has not already given notice pursuant to clauses (i) or (ii); or (iv) the occurrence of which, any other event which would be reasonably likely (A) to have a Material Adverse Effect on the Company or (B) to cause or result in any of the conditions to the Merger condition set forth in Article VI not being satisfied or satisfaction Annex A hereto to be unsatisfied in ------- any material respect at any time prior to the consummation of those conditions being materially delayed in violation of any provision of this Agreementthe Offer; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.7 -------- ------- shall not (i) cure any breach of, limit or non-compliance with, any other provision of this Agreement or (ii) limit otherwise affect the remedies available hereunder to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company and Parent shall promptly notify each other of (a) any use its reasonable best efforts to give prompt notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, and the Surviving Corporation or Company shall use its reasonable best efforts to give prompt notice to Parent, of (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (ci) the discovery of any fact or circumstance thatoccurrence, or the occurrence or non-occurrence occurrence, of any event the occurrence occurrence, or non-occurrence occurrence, of which, which it is aware and which would be reasonably likely to cause (x) any representation or result in any warranty of the conditions notifying party contained in this Agreement to be untrue or inaccurate at the Merger Effective Time such that the applicable condition to closing set forth in Article VI not being would, or would reasonably be expected to, fail to be satisfied or satisfaction (y) any covenant, condition or agreement of those conditions being materially delayed the notifying party contained in violation this Agreement not to be complied with or satisfied such that the applicable condition to closing set forth in Article VI would, or would reasonably be expected to, fail to be satisfied, (ii) any failure of the notifying party to comply in a timely manner with or satisfy any provision of this Agreementcovenant, condition or agreement to be complied with or satisfied by it hereunder or (iii) any change, event or effect which would be reasonably likely to, individually or in the aggregate, have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, on the notifying party; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.11 shall not (i) cure any breach of, limit or non-compliance with, any other provision of this Agreement or (ii) limit otherwise affect the remedies available hereunder to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company and Parent shall promptly notify each other of (a) any use its reasonable best efforts to give prompt notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, and the Surviving Corporation or Company shall use its reasonable best efforts to give prompt notice to Parent, of: (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (ci) the discovery of any fact or circumstance thatoccurrence, or the occurrence or non-occurrence occurrence, of any event the occurrence occurrence, or non-occurrence occurrence, of which, which it has Knowledge and which would be reasonably likely to cause (x) any representation or result warranty of the notifying party contained in this Agreement to be untrue or inaccurate in any material respect or (y) any covenant, condition or agreement of the conditions notifying party contained in this Agreement not to be complied with or satisfied in all material respects, (ii) any material failure of the Merger set forth notifying party to comply in Article VI not being a timely manner with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder or satisfaction of those conditions being materially delayed (iii) any change, event or effect which would, individually or in violation of any provision of this Agreementthe aggregate, have a Material Adverse Effect on the notifying party; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.12 shall not (i) cure any breach of, limit or non-compliance with, any other provision of this Agreement or (ii) limit otherwise affect the remedies available hereunder to the party receiving such notice; provided and provided, further, that a failure to give prompt notice pursuant to clause (c) comply with this Section 5.12 shall not constitute a cause the failure of a any condition to the Merger set forth in Article VI except to the extent that be satisfied unless the underlying fact untruth, inaccuracy, noncompliance, failure or circumstance not so notified Material Adverse Effect would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of independently result in the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not a condition set forth in Article VI to be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company and Parent parties hereto shall promptly notify give prompt notice to each other of (a) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person person alleging that the consent of such Person person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, ; (b) any Action actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledgeKnowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or hereby; and (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in (i) any of the conditions Conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement, (ii) any of the representations and warranties of the Company contained in Sections 3.2, 3.3, 3.4 or 3.19 to be untrue or incorrect in a material respect, (iii) except as has not had and would not have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, any of the representations and warranties (other than those referenced in clause (ii) of this paragraph) being untrue or incorrect in any respect and (iv) any failure on its part to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder, as the case may be; provided, however, that the delivery of any notice pursuant to this Section 5.10 shall not (ix) cure any breach of, or non-compliance with, any other provision of this Agreement or Agreement, (iiy) limit the remedies available to the party receiving such notice; provided further, that failure notice or (z) otherwise affect the conditions to give prompt notice pursuant such party’s obligation to clause (c) shall not constitute a failure of a condition to consummate the Merger as set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfiedVI.

Notification of Certain Matters. The Company Galaxy shall give prompt notice to Mars, and Parent Mars shall promptly notify each other give prompt notice to Galaxy, of (ai) any notice or other communication received by such party from any Governmental Entity in connection with the Merger Mergers or the other transactions contemplated hereby or from any Person person alleging that the consent of such Person person is or may be required in connection with the Merger Mergers or the other transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the CompanyGalaxy, the Surviving Corporation Corporations, or ParentMars (or, following the Effective Time, Holdco); (bii) any Action actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger Mergers or the other transactions contemplated hereby or hereby; (ciii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Merger Mergers set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.11 shall not (ix) cure any breach of, or non-compliance with, any other provision of this Agreement or (iiy) limit the remedies available to the party receiving such notice; provided and, provided, further, that the failure to give prompt notice hereunder pursuant to clause (ciii) shall not constitute a failure of a condition to the Merger Mergers set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company Thermo Electron shall give prompt notice to Fisher and Parent Fisher shall promptly notify each other give prompt notice to Thermo Electron, as the xxxx xay be, xx xhe occurrence, or failure to occur, of any event, which occurrence or failure to occur would reasonably be expected to cause (aa)(i) any notice representation or other communication received by warranty of such party from contained in this Agreement that is qualified as to "materiality" or "Material Adverse Effect" to be untrue or inaccurate in any Governmental Entity in connection with the Merger respect or the (ii) any other transactions contemplated hereby representation or from any Person alleging that the consent warranty of such Person party contained in this Agreement that is not qualified as to "materiality" or may "Material Adverse Effect" to be required untrue or inaccurate in connection with any material respect, in each case at any time from and after the Merger date of this Agreement until the Effective Time, or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (b) any Action commenced ormaterial failure of Thermo Electron and the Merger Sub or Fisher, as the case may be, to such party’s knowledgecomply with or satisfy any covenant, threatened againstcoxxxxxxn or agreement to be complied with or satisfied by it under this Agreement. In addition, relating Thermo Electron shall give prompt notice to Fisher and Fisher shall give prompt notice to Thermo Electron, as the xxxx xay be, xx xny change or involving event having, or otherwise affecting which would reasonably be expected to have, a Material Adverse Effect on such party or any of and its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance thatSubsidiaries, taken as a whole, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, which would cause or reasonably be expected to result in the failure of any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; providedto be satisfied. Notwithstanding the above, however, that the delivery of any notice pursuant to this Section 5.10 shall 5.14 will not (i) cure any breach of, limit or non-compliance with, any other provision of this Agreement or (ii) limit otherwise affect the remedies available hereunder to the party receiving such notice; provided further, that failure notice or the conditions to give prompt notice pursuant such party's obligation to clause (c) shall not constitute a failure of a condition to consummate the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfiedMerger.

Notification of Certain Matters. The Company and Parent shall promptly notify each other of (a) During the Pre-Closing Period, each Party shall give prompt notice to the other Party of (i) any fact, event or circumstance known to such Party that individually or taken together with all other facts, events and circumstances known to such Party, has had, or would reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect (with respect to Seller) or a Buyer Material Adverse Effect (with respect to Buyer), as the case may be, or would cause or constitute a breach of any of such Party’s representations, warranties, covenants or agreements contained herein, (ii) the failure of any condition precedent to such other Party’s obligations hereunder or any occurrence which, to the Knowledge of Seller or the Knowledge of Buyer, as applicable, is reasonably likely to result in any of the conditions set forth in Article IX becoming incapable of being satisfied, (iii) any written notice or other written communication received by such party Party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person third party alleging that the consent of such Person third party is or may be required in connection with the Merger consummation of the Transactions, (iv) any written notice or other written communication from any Governmental Body received by such Party regarding the other transactions contemplated herebyconsummation of the Transactions, or (v) the commencement of any Legal Proceeding against such Party that, if pending on the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision date of this Agreement, would have been required to have been disclosed pursuant to Section 5.11 (with respect to Seller) or Section 6.6 (with respect to Buyer), as the case may be; provided, however, that (A) the delivery of any notice pursuant to this Section 5.10 7.3(a) shall not (i) cure limit or otherwise affect any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided furtherother Party, that failure to give prompt notice pursuant to clause and (cB) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 disclosure by Seller shall not be taken into account for purposes deemed to amend or supplement the Seller Disclosure Schedule or prevent or cure any misrepresentation, breach of determining whether the condition referred to in Section 6.3(b) shall have been satisfiedwarranty or breach of covenant.

Notification of Certain Matters. The Each of the Company and Parent the Buyer shall promptly notify each give prompt notice to the other of (a) the discovery by the party giving notice of any fact or circumstance that, or the occurrence, or failure to occur, of any event, which occurrence or failure to occur would cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect, at any time from and after the date of this Agreement until the Effective Time, (b) any material failure of the party giving notice to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (c) any notice or other communication received by such the party giving notice from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated herebyby this Agreement, if the subject matter of such communication could or the failure of such party to obtain such consent is reasonably likely to be material to the Company, the Surviving Corporation or Parentthe Buyer, and (bd) any Action actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledgethe Knowledge of the party giving notice, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of by this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 6.9 shall not (ix) be considered an admission that any representation or warranty is untrue or that any covenant has been breached for purposes of Article VII or Article VIII, (y) cure any breach of, or non-compliance with, with any other provision of this Agreement or (iiz) limit the remedies available to the party receiving such notice; provided furtherprovided, further that the failure to give prompt deliver a notice pursuant to clause (c) this Section 6.9 shall not constitute a failure of a be considered in determining whether the condition to the Merger set forth in Article VI Section 7.2(b) or Section 7.3(b) has been satisfied (except to that the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or actual prejudice caused to a party hereto by such failure of compliance with this Section 5.10 shall not be taken into account for purposes of in determining whether the condition referred to specified in Section 6.3(b7.2(b) shall have or 7.3(b), as applicable, has been satisfied). Notwithstanding the above, the delivery of any notice pursuant to this Section will not limit or otherwise affect the remedies available hereunder to the party receiving such notice or the conditions to such party’s obligation to consummate the Merger.

Notification of Certain Matters. The Company Evergreen Parent and Parent EZ shall promptly notify each other of (a) any give ------------------------------- prompt notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Companyother, the Surviving Corporation or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event Event the occurrence or non-occurrence of which, which would be likely to cause (i) any representation or result warranty made by it or any of its Subsidiaries contained in this Agreement to be untrue or inaccurate in any respect such that one or more of the conditions of Closing might not be satisfied, or (ii) any covenant, condition or agreement made by it or any of its Subsidiaries contained in this Agreement not to be complied with or satisfied, or (iii) any change to be made in the Merger set forth Evergreen Disclosure Schedule or the EZ Disclosure Schedule, as the case may be, in Article VI any respect such that one or more of the conditions of Closing might not being be satisfied, and any failure made by it to comply with or satisfy, or be able to comply with or satisfy, any covenant, condition or agreement to be complied with or satisfied by it hereunder in any respect such that one or satisfaction more of those the conditions being materially delayed in violation of any provision of this AgreementClosing might not be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.10 shall not (i) cure any breach of, limit or non-compliance with, any other provision of this Agreement or (ii) limit otherwise affect the remedies available hereunder to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company and Parent shall promptly notify each other of (a) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby hereby, or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.9 shall not (i) cure any breach of, or non-compliance noncompliance with, any other provision of this Agreement Agreement, or (ii) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would would, standing alone alone, constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, that the Company’s compliance or failure of compliance with this Section 5.10 5.9 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company shall use reasonable best efforts to give prompt notice to Purchaser, and Parent Purchaser shall promptly notify each other of use reasonable best efforts to give prompt notice to Company, to the extent that either party (a) receives, to the Knowledge of Company, in case of notices or communications received by Company or, to the Knowledge of Purchaser, in the case of notices or communications received by Purchaser, any notice or other communication received by such party from any Governmental Entity in connection with the Merger or and the other transactions contemplated hereby or from any Person alleging that the consent Consent of such Person is or may be required in connection with the Merger or and the other transactions contemplated hereby, if the subject matter of such communication could or the failure of such party to obtain such Consent would reasonably be material expected to have, individually or in the Companyaggregate, the Surviving Corporation a Material Adverse Effect on Company or Parenta Material Adverse Effect on Purchaser, (b) acquires actual knowledge of any Action matter (including a breach of any representation, warranty, covenant or agreement contained in this Agreement) that would reasonably be expected to lead to the failure to satisfy any of the conditions to Closing in Article VI and (c) acquires actual knowledge of any action, suits, claims, investigations or proceedings commenced or, to such party’s knowledgeKnowledge, threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries Subsidiaries, in each case which relate relates to the Merger Merger, the Financing or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementhereby; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.7 shall not (i) cure any breach of, limit or non-compliance with, any other provision of this Agreement or (ii) limit otherwise affect the remedies available hereunder to the party receiving such notice; provided further. Section 5.7(b) (to the extent Section 5.7(b) relates to any breach of a representation or warranty of Company or Purchaser, that failure to give prompt notice pursuant to clause (cas applicable) and Section 5.7(c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact covenant or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account agreement for purposes of determining whether the condition referred to in Section 6.2(b) and 6.3(b) shall have been satisfied).

Notification of Certain Matters. The Company (a) Between the date hereof and Parent the Closing Date, the Parent, on the one hand, and the Acquiror, on the other hand, shall promptly notify each the other of: (i) the occurrence or non-occurrence of any event that is reasonably likely to result in the failure of any condition to the Closing or that indicates that any of the representations and warranties contained in the Transaction Agreements will not be, or are not, true and correct and (aii) the receipt of any material notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any third Person alleging that the consent approval, consent, authorization, permission or act of, or the making by the Parent, the Acquiror or any of their respective Affiliates, as the case may be, of any notices to or declaration, filing or registration with, such third Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if by this Agreement or that such transactions otherwise may violate the subject matter rights of or confer remedies upon such communication could be material to the Company, the Surviving Corporation or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementthird Person; provided, however, that the delivery of any notice pursuant to this Section 5.10 in each case, such disclosure shall not (i) be deemed to cure any breach ofof a representation, warranty, covenant or agreement or any failure of a condition to the Closing, or non-compliance with, to otherwise limit or affect in any other provision of this Agreement or (ii) limit way the remedies available hereunder to the party receiving such notice; provided and provided, further, that failure to give prompt deliver any notice pursuant to clause (cthis Section 5.18(a) shall not constitute result in a failure of a any condition to the Merger set forth in Article VI except VIII or liability to the extent that any party hereto under ARTICLE X unless the underlying fact event or circumstance not so notified breach would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of independently result in the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the such condition referred to in Section 6.3(b) shall have been satisfiedor such liability.

Notification of Certain Matters. The Company and Company, any Founder, Parent or Buyer, as the case may be, shall promptly notify each give prompt notice to the other of parties of: (a) the occurrence of any notice event that is likely to cause any representation or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent warranty of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, any Founder, Parent or Buyer, respectively and as the Surviving Corporation case may be, contained in this Agreement to be untrue or Parentinaccurate at or prior to the Closing Date, and (b) any Action commenced orfailure of the Company, any Founder, Parent or Buyer, as the case may be, to such party’s knowledgecomply with or satisfy any covenant, threatened against, relating condition or agreement to be complied with or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementby it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.10 6.5 shall not (i) cure limit or otherwise affect any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such noticenotice or (ii) be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentation, breach of representation or warranty or breach of covenant; provided furtherfurther that the Company’s, that failure Founder’s, Parent’s or Buyer’s unintentional failure, as the case may be, to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of under this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 6.5 shall not be taken into account for purposes deemed a breach of determining whether the covenant under this Section 6.5, but instead shall constitute only a breach of the underlying representation or warranty or covenant, condition referred to in Section 6.3(b) shall have been satisfiedor agreement of such party, as the case may be.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall promptly notify give prompt notice to the Company, to the extent in each other of case it obtains Knowledge thereof, of: (ai) any notice or other communication received by such party Party or its Subsidiaries from any Governmental Entity Authority in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could or the failure of such Party to obtain such consent is reasonably likely to be material to the Company, Parent or the Surviving Corporation or Parent, to materially impede or delay the consummation of the transactions contemplated hereby; (bii) any Action actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, or threatened against, relating to or involving or otherwise affecting such party Party or any of its Subsidiaries which and that relate to the Merger Merger; (iii) any inaccuracy of any representation or warranty of the other transactions contemplated hereby Company or Parent, as applicable, contained herein at any time during the term hereof; (civ) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in the failure to be satisfied of any of the conditions to the Merger set forth Closing in Article VI not being VIII; and (v) any material failure of such Party to comply with or satisfy any covenant or agreement to be complied with or satisfied or satisfaction of those conditions being materially delayed by it hereby which would result in violation the failure to be satisfied of any provision of this Agreement; providedthe conditions to the Closing in Article VIII. In the case of clauses (iii), (iv) and (v), however, that the delivery of any notice pursuant to this Section 5.10 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance comply with this Section 5.10 7.11 shall not result in the failure to be taken into account for purposes satisfied of determining whether any of the condition referred conditions to the Closing in Section 6.3(b) shall have been satisfiedArticle VIII, or give rise to any right to terminate this Agreement under Article IX, if the underlying fact, circumstance, event or failure would not in and of itself give rise to such failure or right.

Notification of Certain Matters. The Company shall give prompt notice to Parent and Merger Sub and Parent and Merger Sub shall promptly notify each other give prompt notice to the Company of (a) any written notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or ParentTransactions, (b) any Action notice from any Governmental Authority in connection with the Transactions, (c) any Actions or claims commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which that relate to the Merger or the other transactions contemplated hereby or Transactions, (cd) the discovery of any fact or circumstance thatcircumstance, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of whichevent, that would cause any representation or result warranty made by such party contained in any of the conditions this Agreement to be, with respect to the Merger Company, untrue or inaccurate such that the condition set forth in Article VI Section 8.02 would not being be satisfied, and with respect to Parent and Merger Sub, untrue or inaccurate in any material respect, and (e) any material failure of such party to comply with or satisfy any covenant or agreement to be complied with or satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementby it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.10 7.11 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided and provided, further, that a failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance comply with this Section 5.10 shall 7.11 prior to the Closing Date in and of itself will not be taken into account for purposes constitute the failure of determining whether the condition referred to Closing to be satisfied unless (i) such failure materially prejudices another party’s ability to exercise its rights or remedies hereunder prior to the Closing or (ii) the underlying event would independently result in Section 6.3(b) shall have been the failure of the applicable condition to Closing to be satisfied.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall promptly notify each other give prompt notice to the Company, of (ai) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (bii) any Action Proceedings commenced or, to such party’s knowledgeKnowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or hereby, (ciii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would could reasonably be expected to cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement, or (iv) any notice of an actual or potential default, event of default, servicer event of default or similar event under any Securitization Instrument, or notice of a failure to perform an obligation thereunder; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.12 shall not (ix) cure any breach of, or non-compliance with, any other provision of this Agreement or (iiy) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge thatCompany shall notify Parent, except on a reasonably current basis, of any events or changes of which the Company is aware with respect to clause any criminal or regulatory investigation or action involving Agreement and Plan of Merger the Company or any of its Affiliates (c) of the first sentence of this Section 5.10but excluding traffic violations and similar misdemeanors), the Company’s compliance or failure of compliance and shall reasonably cooperate with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred Parent in efforts to mitigate any adverse consequences to Parent which may arise therefrom (including by coordinating and providing assistance in Section 6.3(b) shall have been satisfiedmeeting with regulators).

Notification of Certain Matters. The Company During the Pre-Closing Period, each of the Company, on the one hand, and Parent Zordich, on the other hand, shall promptly notify each the other (and, if in writing, furnish copies of) if any of the following occurs: (a) any notice or other communication is received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent Consent of such Person is or may be required in connection with any of the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or ParentContemplated Transactions, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to Legal Proceeding against or involving or otherwise affecting such party Party or any of its Subsidiaries which relate is commenced, or, to the Merger Knowledge of such Party, threatened against such Party or, to the Knowledge of such Party, any director, officer or the other transactions contemplated hereby or Key Employee of such Party, (c) the discovery such Party becomes aware of any fact inaccuracy in any representation or circumstance that, warranty made by such Party in this Agreement or (d) the occurrence failure of such Party to comply with any covenant or non-occurrence obligation of any event such Party; in each case that could reasonably be expected to make the occurrence or non-occurrence timely satisfaction of which, would cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied Sections 7, 8 and 9, as applicable, impossible or satisfaction materially less likely. No such notice shall be deemed to supplement or amend the Company Disclosure Schedule or the Zordich Disclosure Schedule for the purpose of those conditions being materially delayed in violation (x) determining the accuracy of any provision of the representations and warranties made by the Company in this Agreement; providedAgreement or (y) determining whether any condition set forth in Section 7 or 8 has been satisfied. During the Pre-Closing Period, however, that if the delivery Company becomes aware of any significant matter related to the Company’s Phase 1 trials or any other toxicology study, the Company shall promptly (and in any event within 48 hours) notify Zordich of the same. Any failure by either Party to provide notice pursuant to this Section 5.10 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 5.5 shall not be taken into account deemed to be a breach for purposes of determining whether the condition referred Section 8.2 or 9.2, as applicable, unless such failure to in Section 6.3(b) shall have been satisfiedprovide such notice was knowing and intentional.

Notification of Certain Matters. The During the Option Period, the Company shall give written notice to the Parent promptly after becoming aware of, and use commercially reasonable efforts to remedy promptly, any of the following: (i) the occurrence, or failure to occur, of any event that has caused any representation or warranty of the Company under this Agreement or any other Transaction Document to be untrue or inaccurate in any material respect (or, in the case of representations and warranties that are qualified by materiality, Company Material Adverse Effect or similar phrase, or in the case of any Fundamental Company Representations, in any respect), (ii) the failure of the Company to comply with, or satisfy in any material respect, any covenant of the Company under this Agreement or any other Transaction Document, or (iii) the occurrence, or failure to occur, of any event that has resulted or will result in the failure of a condition precedent set forth in Section 11.1 or Section 11.3 to be satisfied. During the Option Period, the Parent shall give written notice to the Company promptly notify each other after becoming aware of, and use commercially reasonable efforts to remedy promptly, any of the following: (ax) the occurrence, or failure to occur, of any notice event that has caused any representation or other communication received by such party from any Governmental Entity in connection with warranty of the Parent or the Merger Sub under this Agreement or any other Transaction Document to be untrue or inaccurate in any material respect (or, in the case of representations and in the case of warranties that are qualified by materiality, Parent Material Adverse Effect or similar phrase, in any respect), (y) the failure of the Parent or the other transactions contemplated hereby Merger Sub to comply with, or from satisfy in any Person alleging that material respect, any covenant of the consent of such Person is Parent or may be required in connection with the Merger Sub under this Agreement or any other Transaction Document, or (z) the other transactions contemplated herebyoccurrence, if the subject matter or failure to occur, of such communication could be material any event that has resulted or, to the Company’s Knowledge, the Surviving Corporation or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or will result in any the failure of a condition precedent set forth in Section 11.1 or Section 11.2 to be satisfied. No such notification shall affect the representations or warranties of the Parties or the conditions to their respective obligations hereunder. Notwithstanding anything to the Merger set forth contrary contained herein, in the event that following the Closing a Party has a claim for indemnification pursuant to Article VI not being satisfied 9 with respect to a breach of a representation, warranty or satisfaction covenant of those conditions being materially delayed in violation of which any provision of this Agreement; provided, however, that the delivery of any notice other Party was required to notify such Party pursuant to this Section 5.10 8.8, the sole recourse of such Party for Damages arising from such breach shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice be pursuant to clause (c) Article 9, and any liability accruing to any Party failing to make such notification under this Section 8.8 shall not constitute a failure only be for actual damages in excess of a condition Damages actually recovered pursuant to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except 9 with respect to clause (c) such breach. During the Option Period, as soon as reasonably practicable but no later than 120 days following the end of each fiscal year, the Company shall provide the Parent with the audited balance sheet of the first sentence Company and each non-consolidated Company Subsidiary as of this Section 5.10, the Company’s compliance or failure end of compliance with this Section 5.10 shall not be taken into account such fiscal year and the related audited statements of operations and cash flows for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfiedyear then ended.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall promptly notify each other give prompt notice to the Company, of (a) any notice or other communication received by such party from any Governmental Entity in connection with the Merger, the LLC Merger or the other transactions contemplated hereby or from any Person person alleging that the consent of such Person person is or may be required in connection with the Merger, the LLC Merger or the other transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation Corporation, the Surviving Company or Parent, (b) any Action actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries subsidiaries which relate to the Merger, the LLC Merger or the other transactions contemplated hereby or hereby, (c) the discovery of any fact or circumstance thatcircumstance, or the occurrence or non-occurrence of any event (i) that renders or would reasonably be expected to render any representation or warranty of such party set forth in this Agreement to be untrue or inaccurate to an extent such that the occurrence condition set forth in Sections 6.2(a) or non-occurrence of which6.3(a), as applicable, would cause not be satisfied if the Closing were to then occur or (ii) that results or would reasonably be expected to result in any failure of the conditions such party to the Merger comply with or satisfy in any material respect any covenant, condition or agreement (including any condition set forth in Article VI not being VI) to be complied with or satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementby such party hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.10 5.14 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall promptly notify each other give prompt notice to the Company, of (a) any notice or other communication received by such party from any Governmental Entity Authority in connection with the Merger Transactions; (b) any notice or the other transactions contemplated hereby or communication received by such party from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated herebyTransactions, if the subject matter of such communication could or the failure of such party to obtain such consent would be material reasonably likely to the Company, the Surviving Corporation have a Company Material Adverse Effect or a Material Adverse Effect on Parent, ; (bc) any Action material actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or Transactions; (cd) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event event, the occurrence or non-occurrence of which, would reasonably be likely to cause any representation or result warranty made by such party contained in this Agreement (i) that is qualified as to materiality or Material Adverse Effect to be untrue and (ii) that is not so qualified to be untrue in any material respect; and (e) any material failure of the conditions such party to the Merger set forth in Article VI not being comply with or satisfy any covenant or agreement to be complied with or satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementby it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.10 shall not (ix) cure any breach of, or non-compliance with, any other provision of this Agreement or (iiy) limit the remedies available to the party receiving such notice; and provided further, that a failure to give prompt notice pursuant to clause (c) shall comply with this Section 5.10 will not constitute a result in the failure of a any condition to the Merger set forth in Article VI except to the extent that be satisfied, unless the underlying fact or circumstance not so notified would standing alone constitute such independently cause a failure. The parties agree and acknowledge that, except with respect condition to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company Purchasers, on the one hand, and Parent Sellers on the other hand, shall use their respective commercially reasonable efforts to promptly notify each other of (ai) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, to the Knowledge of Sellers or the Knowledge of Purchasers, threatened, against any of Sellers, Televisa HoldCo or Purchasers, as the case may be; (ii) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VI not to be satisfied; (iii) the occurrence or existence of any fact, circumstance or event which could result in any representation or warranty made by Sellers or Purchasers, as the case may be, in this Agreement or in any schedule, exhibit or certificate or delivered herewith, to be untrue or inaccurate; (iv) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby by this Agreement; or (cv) the discovery occurrence of any fact event, circumstance, development, state of facts, occurrence, change or circumstance that, effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event event, circumstance, development, state of facts, change or effect which could reasonably be expected to, individually or in the occurrence or non-occurrence of whichaggregate, would cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementa Material Adverse Effect; provided, however, that no such notification shall affect the delivery representations, warranties, covenants or agreements of any notice pursuant the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement; provided, further that a breach of this Section 5.10 5.7 shall not (i) cure any breach of, or non-compliance with, any other provision be considered for purposes of this Agreement or (ii) limit determining the remedies available to satisfaction of the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger closing conditions set forth in Article VI except or give rise to the extent that a right of termination under Article VII or a right to indemnification under Article VIII if the underlying fact breach or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except breaches with respect to clause (c) which the other Party failed to give notice would not result in the failure of the first sentence closing conditions set forth in Article VI or would not result in the ability of such non-breaching Party to terminate this Section 5.10Agreement or to obtain indemnification, as the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfiedcase may be.

Notification of Certain Matters. The Company Each of the Purchasers and Parent shall promptly notify the Sellers agrees to give prompt notice to each other of of, and to use their respective reasonable best efforts to prevent or promptly remedy, (aA) any notice the occurrence or other communication received by such party from any Governmental Entity in connection with the Merger failure to occur or the other transactions contemplated hereby impending or from threatened occurrence or failure to occur, of any Person alleging that the consent of such Person is event which occurrence or may failure to occur would be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material likely to the Company, the Surviving Corporation or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or cause any of its Subsidiaries which relate representations or warranties in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Merger 1 Effective Time and (B) any material failure on its part to comply with or the other transactions contemplated hereby satisfy any covenant, condition or (c) the discovery of any fact agreement to be complied with or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementby it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.10 Paragraph 8(h) shall not (i) cure any breach of, limit or non-compliance with, any other provision of this Agreement or (ii) limit otherwise affect the remedies available hereunder to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause . (ci) shall not constitute a failure of a condition Corrections to the Merger set forth Joint Proxy Statements/Prospectus and Registration Statement. Prior to the date of approval of the Mergers by the Sellers' respective stockholders, each of the Purchasers and Sellers shall correct promptly any information provided by it to be used specifically in Article VI except the Joint Proxy Statements/ 40 Prospectus and Registration Statement that shall have become false or misleading in any material respect and shall take all steps necessary to file with the SEC and have declared effective or cleared by the SEC any amendment or supplement to the Joint Proxy Statements/Prospectus or the Registration Statement so as to correct the same and to cause the Joint Proxy Statements/Prospectus as so corrected to be disseminated to the stockholders of the Sellers, in each case to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failurerequired by applicable law. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.j)

Notification of Certain Matters. The Company NAMED STOCKHOLDERS and Parent the COMPANY shall promptly notify each other give prompt notice to ITP of (ai) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-non- occurrence of any event of which the COMPANY or the NAMED STOCKHOLDERS have knowledge, the occurrence or non-occurrence of which, would cause any representation or result warranty of the COMPANY or the NAMED STOCKHOLDERS contained herein to be untrue or inaccurate in any of the conditions material respect at or prior to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation Closing and (ii) any material failure of any provision NAMED STOCKHOLDER or the COMPANY to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. ITP and NEWCO shall give prompt notice to the COMPANY and the NAMED STOCKHOLDERS of this Agreement; provided(i) the occurrence or nonoccurrence of any event of which ITP or NEWCO have knowledge, howeverthe occurrence or non-occurrence of which, that would cause any representation or warranty of ITP or NEWCO contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of ITP or NEWCO to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 5.10 7.6 shall not be deemed to (i) cure any breach ofmodify the representations or warranties hereunder of the party delivering such notice, or non-compliance withwhich modification may only be made pursuant to Section 7.7, any other provision of this Agreement or (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company and Prior to the Effective Time, Parent shall promptly notify each other give prompt notice to the Company, and the Company shall give prompt notice to Parent, of (a) the occurrence, or failure to occur, of any event, which occurrence or failure to occur that, to Parent’s Knowledge or the Company’s Knowledge, as applicable, is reasonably likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any respect that would reasonably give rise to a failure of a condition to Closing in Section 7.2(a) or Section 7.3(a), as applicable, in each case at any time from and after the date of this Agreement until the Effective Time, (b) any material failure of Parent and Merger Sub or the Company, as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement that would reasonably give rise to a failure of a condition to Closing in Section 7.2(b) or Section 7.3(b), as applicable, (c) any material notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby Transaction or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated herebyTransaction, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, Parent and (bd) any Action actions, suits, claims, or proceedings commenced or, to such partythe Company’s knowledgeKnowledge or Parent’s Knowledge, as applicable, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries Affiliates which relate to the Merger or Transaction. Notwithstanding the other transactions contemplated hereby or (c) the discovery of any fact or circumstance thatabove, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 shall 6.10 will not (i) cure any breach of, limit or non-compliance with, any other provision of this Agreement or (ii) limit otherwise affect the remedies available hereunder to the party receiving such notice; provided further, that failure notice or the conditions to give prompt notice pursuant such party’s obligation to clause (c) shall not constitute a failure of a condition to consummate the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfiedMerger.

Notification of Certain Matters. The Company shall give prompt notice to Ultimate Parent and Parent, and Ultimate Parent and Parent shall promptly notify each other give prompt notice to the Company, of (a) any notice or other communication received by such party Party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated herebyMerger, if the subject matter of such communication could or the failure of such Party to obtain such consent would reasonably be expected to be material to the Company, the Surviving Corporation Corporation, Ultimate Parent or Parent, Parent and (b) any Action actions, suits, claims or proceedings commenced or, to such partyParty’s knowledge, threatened against, relating to or involving or otherwise affecting such party Party or any of its Subsidiaries subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementhereby; provided, however, provided that neither the delivery of any notice pursuant to this Section 5.10 7.5 nor the access to any information pursuant to Section 7.6 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party Party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties Parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, that the Company’s, on the one hand, and Ultimate Parent’s or Parent’s on the other hand, compliance or failure of compliance with this Section 5.10 7.5 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b8.2(b) or Section 8.3(b), respectively, shall have been satisfiedsatisfied with respect to performance in all material respects with this Section 7.5.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall promptly notify each other give prompt notice to the Company, of (ai) any notice or other communication received by such party from any Governmental Entity in connection with the Offer, the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Offer, the Merger or the other transactions contemplated hereby, if the subject matter of such communication could or the failure of such party to obtain such consent would reasonably be expected to be material to the Company, the Surviving Corporation or Parent, (bii) any Action actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Offer, the Merger or the other transactions contemplated hereby or hereby, (ciii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result result, or would reasonably be expected to cause or result, in any of the conditions to the Offer or the Merger set forth in Annex A or Article VI VII not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreementdelayed; provided, however, that the delivery of any notice pursuant to this Section 5.10 6.10 shall not (ix) cure any breach of, or non-compliance with, any other provision of this Agreement or (iiy) limit the remedies available to the party receiving such notice; provided provided, further, that the failure to give prompt notice hereunder pursuant to clause (ciii) shall not constitute a failure of a condition to the Merger set forth in Annex A or Article VI VII except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The From and after the date of this Agreement until the Effective Time, the Company and Parent shall promptly notify each other in writing promptly after becoming aware of (a) the occurrence, or non-occurrence, of any notice event that, individually or other communication received by such in the aggregate, would reasonably be expected to cause any condition to the obligations of any party from any Governmental Entity in connection with to effect the Merger or and the other transactions contemplated hereby by this Agreement not to be satisfied or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting the failure of such party to comply with any covenant or any of its Subsidiaries which relate agreement to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of be complied with by it pursuant to this Agreement which, individually or in the aggregate, would cause or reasonably be expected to result in any of the conditions condition to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation obligations of any provision of this Agreementparty to effect the Merger not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.10 7.13 shall not (i) cure any breach of, of any representation or non-compliance with, any other provision warranty requiring disclosure of such matter prior to the date of this Agreement or (ii) otherwise limit or affect the remedies available hereunder to either party, and the party receiving such notice; provided further, that failure to give prompt deliver any such notice pursuant to clause (c) shall not constitute a failure affect any of a condition to the Merger conditions set forth in Article VI except to the extent VIII; provided, further, that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) delivery of the first sentence of any notice under this Section 5.10, 7.13 shall not cause the Company’s compliance or failure of compliance with this Section 5.10 any condition set forth in Article VIII to be satisfied nor shall the delivery of any such notice be deemed an admission that any condition in Article VIII is not or will not be taken into account for purposes of determining whether satisfied or that there has been any Material Adverse Effect on the condition referred to in Section 6.3(b) shall have been satisfiedCompany or Material Adverse Change.

Notification of Certain Matters. The Parent and the Company and Parent shall promptly notify each other of (ai) the occurrence or non-occurrence of any fact or event that would be reasonably likely (A) to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time or (B) to cause any covenant, condition or agreement under this Agreement not to be complied with or satisfied in any material respect and (ii) any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder in any material respect; provided, however, that no such notification shall modify the representations or warranties of any party or the conditions to the obligations of any party hereunder. Without limiting the foregoing, from the date hereof through the Effective Time or earlier termination of this Agreement, Parent agrees to provide promptly to the Company to the attention of the Special Committee written notice of any proposal received by Parent or any of its subsidiaries from third parties and made known to any Parent Knowledge Parties concerning a possible acquisition by a third party of the Company or its securities, any subsidiary of the Company or any of their respective assets. Each such notice shall include copies of any written correspondence and the material details of any discussions. Each of the Company, Parent and Merger Sub shall give prompt notice to the other parties hereof of any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person third party alleging that the consent of such Person third party is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of by this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.10 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. The Company MLP Entities will give prompt notice to Parent, and Parent shall promptly notify each other will give prompt notice to the MLP Entities, of (a) any notice or other communication received by such party Party (or its Subsidiaries, Affiliates or Representatives) from any Governmental Entity Authority in connection with the Merger or the other transactions contemplated hereby Transactions or from any Person alleging that the consent obtaining or making of Consent from or with such Person is or may be required in connection with the Merger or the other transactions contemplated herebyTransactions, if the subject matter of such communication could or the failure of such Party to obtain such Consent is reasonably likely to be material to the Company, the Surviving Corporation MLP Entities or Parent, (b) any Action Proceedings that relate to the Transactions and are commenced or, to such partyParty’s knowledgeKnowledge, threatened against, relating to or involving relate to, involve or otherwise affecting affect such party Party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or Subsidiaries, (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in the failure to be satisfied of any of the conditions to the Merger set forth Closing in Article VI not being VII and (d) any material failure of such Party to comply with or satisfy any covenant or agreement to be complied with or satisfied or satisfaction of those conditions being materially delayed by it hereby which would result in violation the failure to be satisfied of any provision of this Agreementthe conditions to the Closing in Article VII; provided, however, that the delivery of any notice pursuant to this Section 5.10 6.8 shall not (i) cure any breach ofof representation, warranty, covenant or non-compliance with, any other provision of agreement contained in this Agreement or (ii) otherwise limit or affect the remedies available hereunder to the party Party receiving such notice; provided provided, further, that failure to give prompt notice pursuant to clause in the case of clauses (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10d), the Company’s compliance or failure of compliance to comply with this Section 5.10 6.8 shall not result in the failure to be taken into account for purposes satisfied of determining whether any of the condition referred conditions to the Closing in Section 6.3(b) shall have been satisfiedArticle VII, or give rise to any right to terminate this Agreement under Article VIII, if the underlying fact, circumstance, event or failure would not in and of itself give rise to such failure or right.

Notification of Certain Matters. The AE and the Company shall give prompt notice to Purchaser, and Parent Purchaser shall promptly notify each other give prompt notice to AE and the Company, of (a) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation or Parent, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event event, the occurrence or non-occurrence of whichwhich is likely to cause any representation or warranty of AE or the Company or Purchaser, would cause as the case may be, contained in this Agreement to be untrue or result inaccurate in any material respect at or prior to the Closing (except for those representations and warranties that are by their terms qualified by a standard of materiality, with respect to which notice shall be given of the conditions occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any such representation or warranty of AE or the Company or Purchaser, as the case may be, contained in this Agreement to be untrue or inaccurate in any respect at or prior to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this AgreementClosing); provided, however, that nothing in this Section 6.7(a) shall be deemed to create a condition to Purchaser’s obligation to effect the Acquisition that any representation or warranty of AE or the Company be true and accurate as of the Closing, and (b) any failure of AE or the Company or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it in any material respect hereunder; provided, however, that, subject to Section 8.5 hereof and the provisos in Sections 7.2(a) and 7.3(a) hereof, the delivery of any notice pursuant to this Section 5.10 6.7 shall not (i) cure limit or otherwise affect any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (c) of the first sentence of this Section 5.10, the Company’s compliance or failure of compliance with this Section 5.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.