Common use of Notification of Certain Matters Clause in Contracts

Notification of Certain Matters. Parent and the Company shall each give prompt notice to the other party if any of the following occur after the date of this Agreement: (a) receipt of any written notice to the receiving party from any third person alleging that the consent or approval of such third person is or may be required in connection with the Transactions; (b) receipt of any notice or other communication from any Governmental Authority, the Nasdaq (or any other securities market) in connection with the Transactions; or (c) if to the Knowledge of the Company there has occurred, or if Parent obtains knowledge of the occurrence of, as applicable, an event which would or would be reasonably likely to result in the failure of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Group, taken as a whole, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery of any notice by a party pursuant to this Section 6.12 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIII.

Notification of Certain Matters. Parent and the Company Each party shall each give prompt notice to the other parties of (i) the occurrence or non-occurrence of any event of which such party if has knowledge the occurrence or non-occurrence of which would cause any representation or warranty made by such party in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Acceptance Time, (ii) any Offer Condition of which such party has knowledge is unsatisfied in any material respect as of any scheduled Expiration Date, and (iii) any material failure of such party or any of its Representatives of which such party has knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has notice of any of the following occur after the date notify Parent of this Agreement: (a1) receipt of any written notice to the receiving party or other communication from any third person alleging that the consent or approval of such third person is or may be required in connection with the Transactions; transactions contemplated by this Agreement, (b2) receipt of any notice or other communication from any Governmental Authority, the Nasdaq (or any other securities market) Entity in connection with the Transactions; transactions contemplated by this Agreement, and (3) any actions, suits, claims, investigations or (c) if to proceedings instituted or threatened against the Knowledge Company or any of its directors, officers or Affiliates, including by any shareholder of the Company there has occurredCompany, before any court or if Parent obtains knowledge of the occurrence ofGovernmental Entity, as applicable, an event which would relating to or would be reasonably likely to result in the failure of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access involving or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of otherwise affecting the Company or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Group, taken as a whole, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impactedSubsidiaries which, if applicable)pending on the date of this Agreement, (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise would have been required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery of any notice by a party have been disclosed pursuant to this Section 6.12 limit Agreement or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties relating to this Agreement or the conditions to the obligations of the parties under this Agreementtransactions contemplated hereby, or (B) disclosure by the Company seeking damages or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary discovery in this Agreement, the failure to deliver any connection with such notice, in and of itself, shall not give rise to any right to terminate under Article VIIItransactions.

Notification of Certain Matters. Parent and the The Company shall each give prompt notice to the other party Purchaser if any of the following occur after the date of this Agreement: (ai) receipt by the Company of any written notice to the receiving party or other communication in writing from any third person party alleging that the consent or approval Consent of such third person party is or may be required in connection with the Transactionstransactions contemplated by this Agreement, provided that such Consent would have been required to have been disclosed in this Agreement; (bii) receipt by the Company of any material written notice or other material communication in writing from any Governmental AuthorityAuthority (including, but not limited to, the Nasdaq (NASD or any other securities marketexchange) in connection with the Transactionstransactions contemplated by this Agreement; or (ciii) if to the Knowledge of the Company there has occurred, becomes aware of an occurrence or if Parent obtains knowledge nonoccurrence of the occurrence of, as applicable, an event which would or would be reasonably likely to (A) have a Company Material Adverse Effect, (B) result in the failure a breach of a representation, warranty, covenant or other agreement hereunder or (C) cause any condition set forth in Article VII Annex I hereto to be satisfied. Without limiting unsatisfied at any time prior to the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two Closing or (72iv) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of receipt by the Company or any Company Subsidiary that would of its subsidiaries of any notice in writing as to (iA) reasonably be expected the commencement or threat of any Litigation relating to be or affecting the consummation of the transactions contemplated by this Agreement, (B) alleged noncompliance with or liability under any Environmental Law, in each case, which is material to the Company Groupand its subsidiaries taken as a whole or (C) Environmental Contamination, involving or affecting the Company or any of its subsidiaries, or any of their respective properties or assets, which is material to the Company and its subsidiaries taken as a whole. Notwithstanding the foregoing, the breach or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken failure by the Company to investigatecomply with any of the terms set forth in Section 4.2(i), remediateSection 4.2(iii)(A), mitigate and contain Section 4.2(iii)(B) (only to the extent such Data Breach and Section 4.2 (Ciii)(B) any notifications provided (relates to the breach of representations or anticipated warranties) or otherwise required to be providedSection 4.2(iv) shall not entitle Purchaser to any Governmental Authorityremedy other than the remedies, impacted individual if any, that would be available to Purchaser under the terms of this Agreement (other than this Section 4.2) upon the occurrence or other third party with respect to such Data Breach. Subject to, and non-occurrence of any of the events described in accordance withSection 4.2(i), Section 6.02(a4.2(iii)(A), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall Section 4.2(iii)(B) (A) the delivery of any notice by a party pursuant to this Section 6.12 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions only to the obligations of the parties under this Agreement, or extent such Section 4.2 (Biii)(B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything relates to the contrary in this Agreement, the failure to deliver any such notice, in and breach of itself, shall not give rise to any right to terminate under Article VIIIrepresentations or warranties) or Section 4.2(iv).

Notification of Certain Matters. Prior to the Acceptance Time, the Parent and the Company shall each give prompt notice to the other party if any Company, and the Company shall give prompt notice to the Parent, of the following occur after the date of this Agreement: (a) receipt the occurrence, or failure to occur, of any written notice event, of which such party has Knowledge that is reasonably expected to cause any representation or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the receiving party from any third person alleging that case may be, until the consent Acceptance Time or approval of such third person is or may be required in connection with the Transactions; (b) receipt any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any notice officer, director, employee or other communication from agent thereof, of which such party has Knowledge to comply with or satisfy any Governmental Authoritycovenant, the Nasdaq (condition or any other securities market) in connection with the Transactions; or (c) if to the Knowledge of the Company there has occurred, or if Parent obtains knowledge of the occurrence of, as applicable, an event which would or would be reasonably likely to result in the failure of any condition set forth in Article VII agreement to be satisfied. Without limiting the foregoingcomplied with or satisfied by it under this Agreement; provided, unless prohibited under any Privacy Obligationshowever, and in each case subject to Section 6.02(a), the Company that no such notification shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Group, taken as a whole, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery of any notice by a party pursuant to this Section 6.12 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or parties, the conditions to the obligations of the parties under this AgreementAgreement or the remedies available to the party receiving such notification. Without limiting the foregoing, or (B) disclosure by the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (i) any notice or Parent other communication from any Person alleging that the consent of such Person is or may be deemed required pursuant to amend any contract or supplement agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or constitute an exception is otherwise required to consummate the Offer or the Merger, (ii) any representation notice or warranty. Notwithstanding anything to other communication from any Governmental Entity in connection with the contrary in transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings instituted or threatened against the failure Company or any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entity, relating to deliver or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement of any such noticeactions, in suits, claims, investigations or proceedings and of itselfshall consider the Parent’s views with respect to such actions, shall not give rise to any right to terminate under Article VIIIsuits, claims, investigations or proceedings.

Notification of Certain Matters. Parent During the period following the date hereof until the earlier of the Closing Date and the Company termination of this Agreement pursuant to its terms, each of Seller and Purchaser shall each give prompt notice to the other party if any upon receiving Knowledge of the following occur after the date of this Agreement: (a) receipt any notices, complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any written notice Governmental Authorities with respect to the receiving party transactions contemplated hereby or by the Ancillary Agreements, (b) any written notices or other written communications from any third person Persons alleging that the consent or approval of such third person Person is or may be required in connection with respect to the Transactions; (b) receipt of any notice transactions contemplated hereby or other communication from any Governmental Authorityby the Ancillary Agreements, the Nasdaq (or any other securities market) in connection with the Transactions; or (c) if the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to the Knowledge of the Company there has occurredtransactions contemplated by this Agreement, or if Parent obtains knowledge of the (d) any material event, development, or occurrence of, as applicable, an event which that would or would reasonably be reasonably likely expected to result in the give rise to a failure of any a condition precedent set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access IX or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) otherwise reasonably be expected to be material to prevent or materially delay the Company Group, taken as a whole, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates consummation of the foregoing information with respect transactions contemplated by this Agreement; provided, however, that without prejudice to any Purchaser’s rights under Article XI, no such Data Breach reported notification or failure to Parent. In no event make such notification shall (A) the delivery of any notice by a party pursuant to this Section 6.12 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties herein or the conditions to the obligations of the parties under this Agreement, hereunder or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such noticeconstitute, in and of itself, shall not give a breach giving rise to the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any right matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) to terminate be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article VIIIIX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfied.

Notification of Certain Matters. Parent and the (a) The Company shall each give prompt notice to Parent, and Parent shall give prompt notice to the other party if Company, of (i) the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which reasonably could be expected to cause any representation or warranty contained in this Agreement to be untrue or inaccurate, provided that, solely in the case of the following occur after the date of this Agreement: (a) receipt of any written Company, such notice to the receiving party from any third person alleging that the consent or approval of such third person is or may shall be required in connection with the Transactions; (b) receipt of any notice or other communication from any Governmental Authority, the Nasdaq (or any other securities market) in connection with the Transactions; or (c) to be given only if to the Knowledge as a result of the Company there has occurred, or if Parent obtains knowledge of matters to be described in such notice the occurrence of, as applicable, an event which would or would be reasonably likely to result in the failure of any condition set forth in Article VII clause (e) of Annex A would not be satisfied and, solely in the case of Purchaser and Parent, such notice shall be required to be satisfied. Without limiting given only if the foregoing, unless prohibited under matters to be described in such notice would prevent or materially delay Purchaser or Parent from consummating any Privacy Obligations, and in each case subject to Section 6.02(a), of the Transactions; provided further that any such notice by the Company shall notify Parent in writing promptly, not be deemed to have qualified or modified the representations and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control warranties of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to contained in this Agreement for the Company Group, taken as a whole, or purposes of determining whether the conditions specified in Annex A have been satisfied and (ii) require any notification failure of the Company, Parent or Purchaser, as the case may be, to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder, provided that, solely in the case of the Company, such notice shall be required to be given to any Person under any Privacy Obligation, and provide Parent with only if as a result of the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated matters to be taken by described in such notice the Company to investigatecondition set forth in clause (f) of Annex A would not be satisfied and, remediatesolely in the case of Purchaser and Parent, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise notice shall be required to be provided) given only if the matters to be described in such notice would prevent or materially delay Purchaser or Parent from consummating any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject toof the Transactions, and (iii) the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, which would cause the condition set forth in accordance withclause (d) of Annex A to not be satisfied; provided, Section 6.02(a)however, the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) that the delivery of any notice by a party pursuant to this Section 6.12 7.08 shall not limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions remedies available hereunder to the obligations of the parties under this Agreement, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any party receiving such notice, in and of itself, shall not give rise to any right to terminate under Article VIII.

Notification of Certain Matters. The Company shall give prompt notice to Parent and the Company Purchaser, and Parent and Purchaser shall each give prompt notice to the other party if any Company, of the following occur after occurrence or non-occurrence of any event whose occurrence or non-occurrence, as the date case may be, would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate as if made as of any time prior to the Effective Time, such that the conditions set forth in Annex I or Article VII may not be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.1 shall not (a) limit or otherwise affect the remedies available hereunder to the party receiving such notice or the representations or warranties of the parties, or the conditions to the obligations of the parties hereto or (b) cure any breach of, or noncompliance with, any other provision of this Agreement: (a) receipt of any written . Furthermore, the Company shall give prompt notice to Parent and Purchaser, and Parent and Purchaser shall give prompt notice to the receiving Company, of (i) any notice or other communication received by such party from any third person Governmental Entity in connection with this Agreement, the Merger or the Transactions, or from any Person alleging that the consent or approval of such third person Person is or may be required in connection with the Transactions; (b) receipt of any notice Merger or other communication from any Governmental Authority, the Nasdaq (or any other securities market) in connection with the Transactions; , if the subject matter of such communication or (c) if to the Knowledge of the Company there has occurred, or if Parent obtains knowledge of the occurrence of, as applicable, an event which would or would be reasonably likely to result in the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent or the consummation of the Transactions and (ii) any condition set forth in Article VII actions, suits, claims, investigations or proceedings commenced or, to be satisfiedsuch party’s knowledge, threatened against, relating to or involving or otherwise affecting such party which relate to this Agreement, the Merger or the Transactions. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify keep Parent in writing promptlyapprised of all developments (whether beneficial or adverse) with respect to regulatory matters, including on-going remediation and other efforts concerning the FDA or any other Governmental Entity, and any other inquiries, investigations or litigation set forth in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential informationthe Company Disclosure Letter, including Personally Identifiable Information, in the possession or control of the status thereof and any changes thereto. The Company or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Group, taken as a whole, or (ii) require any notification to be given to any Person under any Privacy Obligation, and shall also provide Parent with copies of internal reports, financial data and interim results as prepared in the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope ordinary course by Company personnel for review by senior management contemporaneously with circulation of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated materials to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery of any notice by a party pursuant to this Section 6.12 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIIIsenior management.

Notification of Certain Matters. Parent and the Company Target shall each give prompt notice to the other party if any Parent, and Parent shall give prompt notice to Target, of the following occur after the date of this Agreement: (a) receipt of any written notice to the receiving or other communication received by such party from any third person Governmental Authority in connection with the Merger and the other Transactions or from any Person alleging that the consent or approval of such third person Person is or may be required in connection with the Merger and the other Transactions; , if the subject matter of such communication or the failure of such party to obtain such consent could be material to Target, the Surviving Company or Parent, (b) receipt of any notice material actions, suits, claims, investigations or other communication from any Governmental Authorityproceedings commenced or, the Nasdaq (to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger and the other securities market) in connection with the Transactions; or , (c) if to the Knowledge of the Company there has occurredoccurrence, or if Parent obtains knowledge non-occurrence, of any event the occurrence of, as applicable, an event or non-occurrence of which would or would be reasonably likely to result cause (i) any representation or warranty of such party contained in the failure this Agreement to be untrue or inaccurate in any material respect, (ii) any covenant or agreement of such party contained in this Agreement not to be complied with or satisfied in any material respect, or (iii) any condition (to the extent set forth in Article VII VI) to the obligation of another party to effect the Merger and the satisfaction of which requires performance or nonperformance by such notifying party not to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject (d) any failure of such party to Section 6.02(a), the Company shall notify Parent in writing promptly, and comply with or satisfy in any event within seventy-two (72) hoursmaterial respect any covenant, upon becoming aware of any unauthorized access condition or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected agreement to be material to the Company Groupcomplied with or satisfied by it hereunder; provided, taken as a wholehowever, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) that the delivery of any notice by a party pursuant to this Section 6.12 5.9 shall not have any effect for the purpose of determining the satisfaction of conditions set forth in Article VI or otherwise limit or otherwise affect the respective rightsremedies available hereunder to any party. Subject to applicable Law regarding the sharing of information, obligationsTarget shall give prompt notice of and disclose to Parent any material actions taken by its Board of Directors, representationsor any committees thereof, warranties, covenants or agreements of the parties or the conditions provided that Target shall not be required to provide notice and disclosure (i) with respect to any action that is related to the obligations matters described in the first sentence of Section 5.4(c) (except to the parties under this Agreement, extent otherwise required by Section 5.4) or (Bii) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything prior to the contrary in execution of any joint defense agreement that is reasonably required by Target, material information subject to the attorney-client privilege, provided that Target shall provide Parent with a log of any information withheld pursuant to this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIIIclause (ii).

Notification of Certain Matters. The Company and Parent (on behalf of itself and the Company Merger Sub) shall promptly notify each give prompt notice to the other party if any of the following occur after the date of this Agreement: (a) receipt of any written notice to the receiving or other communication received by such party or its Representatives from any third person Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent or approval of such third person Person is or may be required in connection with the Transactions; Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to the Company, the Surviving Corporation, Parent, Merger Sub or the prompt consummation of the transactions contemplated hereby, (b) receipt of any notice Action commenced or, to such party’s knowledge, threatened against, relating to or other communication from any Governmental Authority, the Nasdaq (involving or otherwise affecting such party or any of its Subsidiaries which relates to or is reasonably expected to affect the prompt consummation of the Merger or the other securities market) in connection with the Transactions; or transactions contemplated hereby, (c) if 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 Knowledge of the Company there has occurred, or if Parent obtains knowledge of the occurrence of, as applicable, an event which would or would be reasonably likely to result in the failure of any condition Merger set forth in Article VII not being satisfied or satisfaction of those conditions being materially delayed, (d) the occurrence or non-occurrence of any 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 satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and untrue or inaccurate in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Group, taken as a wholerespect, or (iie) require any notification material failure of the Company, Merger Sub or Parent, as the case may be, or any officer, director, employee, agent or Representative of the Company, Merger Sub or Parent, as applicable, to comply with any covenant, or agreement to be given to any Person complied with under any Privacy Obligationthis Agreement; provided, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impactedhowever, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) that the delivery of any notice by a party pursuant to this Section 6.12 6.10 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions remedies available to the obligations party receiving such notice; provided further, that failure to give prompt notice pursuant to this Section 6.10 shall not constitute a failure of the parties under this Agreement, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything a condition to the contrary Merger set forth in this AgreementArticle VII except to the extent that the underlying fact or circumstance not so notified would, the failure to deliver any standing alone, constitute such notice, in and of itself, shall not give rise to any right to terminate under Article VIIIa failure.

Notification of Certain Matters. Parent and the The Company shall each give prompt notice to the other party Parent if any of the following occur occurs after the date of this Agreement: (ai) any notice of, or other communication relating to, a material default or Event which, with notice or lapse of time or both, would become a material default under any Material Contract; (ii) receipt of any written notice to the receiving party or other communication in writing from any third person alleging that the consent or approval Consent of such third person is or may be required in connection with the Transactionstransactions contemplated by this Agreement, other than a Consent disclosed pursuant to Section 3.5, 3.6 or 3.14(d)(ii) above or not required to be disclosed pursuant to the terms thereof; (biii) receipt of any material notice or other communication from any Governmental AuthorityAuthority (including, but not limited to, the Nasdaq (NASD, any securities exchange or any other securities marketthe FCC) in connection with the Transactionstransactions contemplated by this Agreement; or (civ) if to the Knowledge of the Company there has occurred, or if Parent obtains knowledge of the occurrence ofof any Event or Events which individually or in the aggregate, as applicable, an event which would or would be is reasonably likely to result in have a Company Material Adverse Effect; (v) the failure commencement or threat of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), Litigation involving or affecting the Company shall notify Parent in writing promptlyor any Company Subsidiary, and in or any event within seventy-two (72) hoursof their respective properties or assets, upon becoming aware of or, to its knowledge, any unauthorized access employee, agent, director or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control officer of the Company or any Company Subsidiary that Subsidiary, in his or her capacity as such or as a fiduciary under a Benefit Plan of the Company, which, if pending on the date hereof, would (i) reasonably be expected have been required to be material have been disclosed in or pursuant to this Agreement or which relates to the Company Group, taken as a wholeconsummation of the Merger, or (ii) require any notification to be given to material development in connection with any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken Litigation disclosed by the Company in or pursuant to investigatethis Agreement or the Securities Filings; (vi) the occurrence of any Event that causes or is reasonably likely to cause a breach by the Company of any provision of this Agreement, remediate, mitigate and contain such Data Breach and (Cvii) the occurrence of any notifications provided Event that, had it occurred prior to the date of this Agreement without any additional disclosure hereunder, would have constituted a Company Material Adverse Effect. If the Company receives an administrative or other order or notification relating to any violation or claimed violation of the rules and regulations of the FCC, or of any other Governmental Entity, that could affect Parent's, Merger Sub's or the Company's ability to consummate the transactions contemplated hereby, or should the Company become aware of any fact (including any change in law or regulations (or anticipated or otherwise required any interpretation thereof) by the FCC) that is reasonably likely to be provided) cause the FCC to any Governmental Authority, impacted individual or other third party with respect withhold its consent to such Data Breach. Subject to, and in accordance with, Section 6.02(a)the transfer of control of the Company FCC Licenses contemplated hereunder, the Company shall provide promptly notify the Parent with and the Company shall use reasonable periodic updates best efforts to take such steps as may be necessary, to remove any such impediment of the foregoing information with respect Company to any such Data Breach reported to Parent. In no event shall (A) consummate the delivery of any notice transactions contemplated by a party pursuant to this Section 6.12 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIII.

Notification of Certain Matters. Parent During the period following the date of the Original Agreement until the earlier of the Closing Date and the Company termination of this Amended Agreement pursuant to its terms, each of Seller and Purchaser shall each give prompt notice to the other party if any upon receiving Knowledge of the following occur after the date of this Agreement: (a) receipt any notices, complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any written notice Governmental Authorities with respect to the receiving party transactions contemplated hereby or by the Ancillary Agreements, (b) any written notices or other written communications from any third person Persons alleging that the consent or approval of such third person Person is or may be required in connection with respect to the Transactions; (b) receipt of any notice transactions contemplated hereby or other communication from any Governmental Authorityby the Ancillary Agreements, the Nasdaq (or any other securities market) in connection with the Transactions; or (c) if the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to the Knowledge of the Company there has occurredtransactions contemplated by this Amended Agreement, or if Parent obtains knowledge of the (d) any material event, development, or occurrence of, as applicable, an event which that would or would reasonably be reasonably likely expected to result in the give rise to a failure of any a condition precedent set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access IX or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) otherwise reasonably be expected to be material to prevent or materially delay the Company Group, taken as a whole, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates consummation of the foregoing information with respect transactions contemplated by this Amended Agreement; provided, however, that without prejudice to any Purchaser’s rights under Article XI, no such Data Breach reported notification or failure to Parent. In no event make such notification shall (A) the delivery of any notice by a party pursuant to this Section 6.12 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties herein or the conditions to the obligations of the parties under this Agreement, hereunder or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such noticeconstitute, in and of itself, shall not give a breach giving rise to the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any right matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of the Original Agreement, would have been required) to terminate be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article VIIIIX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfied.

Notification of Certain Matters. Parent and the The Company shall each give prompt notice to Parent, and Parent shall give prompt notice to the Company, upon obtaining knowledge of (i) any notice or other party if any of the following occur after the date of this Agreement: (a) receipt of any written notice to the receiving communication received by such party from any third Governmental Entity in connection with this Agreement, the Merger or the transactions contemplated hereby, or from any person alleging that the consent or approval Consent of such third person is or may be required in connection with the Transactions; Merger or the transactions contemplated hereby, (bii) receipt any Actions commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of any notice or other communication from any Governmental Authorityits Subsidiaries which relate to this Agreement, the Nasdaq Merger or the transactions contemplated hereby, and (iii) any fact, event or any other securities marketcircumstance known to it that (a) in connection with the Transactions; or (c) if to the Knowledge case of the Company there Company, individually or taken together with all other facts, events and circumstances known to it, has occurredhad, or if Parent obtains knowledge of the occurrence of, as applicable, an event which would or would be reasonably likely to result in the failure of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to have, individually or in the aggregate, a Company GroupMaterial Adverse Effect, taken as a whole(b) would cause or constitute, or (ii) require would reasonably be expected to cause or constitute, a breach in any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope material respect of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery of any notice by a party pursuant to this Section 6.12 limit or otherwise affect the respective rights, obligations, party’s representations, warranties, covenants or agreements contained herein, (c) would cause or would reasonably be expected to cause, the failure of any condition precedent to Parent’s or the Company’s obligations under this Agreement, or (d) would reasonably be expected to prevent, materially delay or materially impede the consummation of the parties transactions contemplated hereby; provided, however, that (x) the delivery of any notice pursuant to this Section 6.6 shall not limit or otherwise affect any remedies available to Parent or the Company, as applicable, or prevent or cure any misrepresentations, breach of warranty or breach of covenant or the conditions to the obligations of the parties under this Agreement, or (By) disclosure by the Company or Parent shall not be deemed to amend or supplement the Company Disclosure Schedule Letter or constitute an exception to any representation or warranty. Notwithstanding anything warranty except to the contrary extent expressly agreed by Parent and the Company, and (z) no disclosure hereunder shall be deemed to be an admission to the other party that any condition set forth in this Agreement, the failure to deliver any such notice, in and of itself, ARTICLE VII has not been fulfilled. This Section 6.6 shall not give rise to any right to terminate under Article VIIIconstitute a covenant or agreement for purposes of Section 7.2(b) or Section 7.3(b).

Notification of Certain Matters. Parent and From the date hereof to the Acceptance Date, the Company shall give prompt notice to Parent, and each of Parent and Merger Sub shall give prompt notice to the Company, of (i) any notice or other party if any of the following occur after the date of this Agreement: (a) receipt of any written notice to the receiving communication received by such party from any third person Governmental Authority in connection with the Offer, the Merger or the transactions contemplated thereby or from any Person alleging that the consent or approval of such third person Person is or may be required in connection with the Transactions; (b) receipt of any notice or other communication from any Governmental AuthorityOffer, the Nasdaq Merger or the other transactions contemplated thereby if the subject matter of such communication or the failure of such party to obtain such consent purports to materially affect the consummation of the transactions contemplated thereby, (ii) any actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any other securities market) in connection with the Transactions; or (c) if of its Subsidiaries which relate to the Knowledge of Offer, the Company there has occurredMerger or the other transactions contemplated thereby, or if Parent obtains (iii) to the knowledge of the occurrence ofCompany, as applicablethe occurrence, an or failure to occur, of any event which would occurrence or failure would be reasonably likely to result cause any representation or warranty contained in the failure of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, this Agreement and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Group, taken as a whole, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be providedmade by the notifying party to be untrue or inaccurate such that the condition in paragraph (b)(ii) to any Governmental Authority, impacted individual of Annex I would not be satisfied or other third party with respect to such Data Breach. Subject to, and in accordance with, the Company would have a termination right under Section 6.02(a8.01(d)(ii), as the case may be and (iv) any failure to comply with or satisfy a covenant, condition or agreement to be complied with or satisfied by it hereunder, such that the condition in paragraph (b)(ii) of Annex I would not be satisfied or the Company shall provide Parent with reasonable periodic updates of would have a termination right under Section 8.01(d)(ii), as the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery of any notice by a party pursuant to this Section 6.12 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIIIcase may be.

Notification of Certain Matters. Parent and the Company shall each give prompt notice to the other party if any of the following occur after the date of this Agreement: (a) receipt of any written Stream and Stream shall give prompt notice to the receiving Company, of (i) any notice or other communication received by such party from any third person Governmental Entity in connection with the Exchange or from any Person alleging that the consent or approval of such third person Person is or may be required in connection with the Transactions; (b) receipt Exchange, if the subject matter of any notice such communication or other communication from any Governmental Authority, the Nasdaq (or any other securities market) in connection with the Transactions; or (c) if to the Knowledge of the Company there has occurred, or if Parent obtains knowledge of the occurrence of, as applicable, an event which would or would be reasonably likely to result in the failure of any condition set forth in Article VII such party to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to obtain such consent could be material to the Company Groupor Stream, taken as a whole, or (ii) require any notification actions, suits, claims, investigations or proceedings commenced or, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Exchange, (iii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause any representation or warranty made by such party contained in this Agreement to be given to breached such that the breach, together with all other breaches of this Agreement, provides a right of termination under Article VII; and (iv) any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope material failure of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken party to comply with or anticipated satisfy any covenant or agreement to be taken complied with or satisfied by the Company to investigateit hereunder; provided, remediatehowever, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) that the delivery of any notice by a party pursuant to this Section 6.12 5.10 shall not (x) cure any breach of, or non-compliance with, any other provision of this Agreement or (y) limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions remedies available to the obligations party receiving such notice. Company shall give Stream the opportunity to participate in the defense or settlement of any securityholder litigation against Company and/or its directors relating to the parties under this AgreementExchange, and no such settlement shall be agreed to without Stream’s prior written consent, which shall not be unreasonably withheld, delayed or (B) disclosure by conditioned. Stream shall give the Company the opportunity to participate in the defense or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to settlement of any representation or warranty. Notwithstanding anything securityholder litigation against Stream and/or its directors relating to the contrary in this AgreementExchange, and no such settlement shall be agreed to without the failure to deliver any such noticeCompany’s prior written consent, in and of itself, which shall not give rise to any right to terminate under Article VIIIbe unreasonably withheld, delayed or conditioned.

Notification of Certain Matters. Parent and Seller shall, upon obtaining knowledge of any of the Company shall each following, give prompt notice to the other party if Parent, and Parent shall, upon obtaining knowledge of any of the following occur after following, give prompt notice to Seller, of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would reasonably be likely to cause any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, at or prior to the Closing Date, (ii) any failure in any material respect of any of Seller, Parent or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date of this Agreement: (a) receipt of any written notice hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the receiving party consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication from any third person party alleging that the consent or approval of such third person party is or may be required in connection with the Transactionstransactions contemplated by this Agreement; (b) receipt of any notice or other communication from any Governmental Authorityprovided that, the Nasdaq (or any other securities market) in connection with the Transactions; or (c) if to the Knowledge of the Company there has occurred, or if Parent obtains knowledge of the occurrence of, as applicable, an event which would or would be reasonably likely to result in the failure of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Group, taken as a whole, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery of any notice by a party pursuant to this Section 6.12 6.07 shall not cure such breach or non-compliance or limit or otherwise affect the respective rights, obligations, representations, warranties, covenants rights or agreements of the parties or the conditions remedies available hereunder to the obligations of the parties under this Agreement, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any Party receiving such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding the attachment of Seller Shares held by certain customers of Seller in and of itself, shall not give rise to any right to terminate under Article VIIIconnection with debt collection proceedings against such customers.

Notification of Certain Matters. Parent and the The Company shall each give prompt notice to Parent, and Parent shall give prompt notice to the other party if Company, after it becomes aware of (a) the occurrence, or non-occurrence of any event whose occurrence, or non-occurrence would be likely to cause (i) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time, (ii) any condition set forth in Annex I or II to be unsatisfied at any time from the date hereof to the Purchase Date, or (iii) any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied; and (b) any failure by the Company to comply in all material respects with any of its covenants or agreements hereunder; provided, however, that the following occur after delivery of any notice pursuant to this Section 6.05 shall not limit or otherwise affect (1) the date right of Parent to terminate this Agreement pursuant to Section 8.01, or (2) any other remedies available to Parent under Article VIII of this Agreement: (a) receipt of any written . The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the receiving Company, of (i) any notice or other communication received by such party from any third person Governmental Authority in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent or approval of such third person Person is or may be required in connection with the Transactions; (b) receipt transactions contemplated hereunder, if the subject matter of any notice such communication or other communication from any Governmental Authority, the Nasdaq (or any other securities market) in connection with the Transactions; or (c) if to the Knowledge of the Company there has occurred, or if Parent obtains knowledge of the occurrence of, as applicable, an event which would or would be reasonably likely to result in the failure of any condition set forth in Article VII such party to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) obtain such consent could reasonably be expected to be material to the Company GroupCompany, taken as a whole, the Surviving Corporation or Parent and (ii) require any notification actions, suits, claims, investigations or proceedings commenced or, to be given such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (of its Subsidiaries which relate to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken transactions contemplated by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery of any notice by a party pursuant to this Section 6.12 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIII.

Notification of Certain Matters. Parent and Subject to applicable Law, (a) the Company shall each give prompt notice to Acquiror, and Acquiror shall give prompt notice to the other party if any Company, of the following occur after occurrence or non-occurrence of any event or circumstance whose occurrence or non-occurrence would be reasonably likely to cause either (i) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Effective Time or (ii) any condition to the Merger to be unsatisfied at the Effective Time and (b) the Company shall give prompt notice to Acquiror, and Acquiror shall give prompt notice to the Company, of any failure of the Company, Acquiror, Acquisition Sub or any officer, director, employee, agent or representative of the Company, Acquiror or Acquisition Sub, as applicable, to comply with or satisfy any covenant or agreement to be complied with or satisfied by it under this Agreement: , which failure would be reasonably likely to cause any condition to the Merger to be unsatisfied at the Effective Time and (ac) receipt the Company shall give prompt notice to Acquiror, and Acquiror shall give prompt notice to the Company, of any substantive communication from any Governmental Entity regarding any material Action commenced or, to the Knowledge of the Company or Acquiror, as applicable, threatened, with respect to the Transactions against Acquiror, the Company or any of their respective Subsidiaries, properties or assets, officers, directors or employees, and each of Acquiror and the Company shall permit the other party to review and discuss in advance, and consider in good faith the views of the other party in connection with, and a reasonable opportunity to participate in any proposed communication with any Governmental Entity with respect to such an Action; provided, however, that the delivery of any notice pursuant to this Section 6.4 shall not limit or otherwise affect the remedies available under this Agreement to the party receiving such notice. The Company and Acquiror shall each promptly notify the other of any written notice to the receiving party from any third person Person alleging that the consent or approval of such third person Person is or may be required in connection with the Transactions; (b) receipt . The Company and Acquiror shall each promptly notify the other of any notice Actions commenced or, to its Knowledge, threatened against, relating to or other communication from any Governmental Authority, the Nasdaq (involving or otherwise affecting such party or any other securities market) in connection with of its Subsidiaries which relate to the consummation of the Transactions; or (c) if to the Knowledge of the Company there has occurred, or if Parent obtains knowledge of the occurrence of, as applicable, an event which would or would be reasonably likely to result in the failure of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Group, taken as a whole, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery of any notice by a party pursuant to this Section 6.12 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIII.

Notification of Certain Matters. Parent Each of Target and the Company Acquiror shall each give prompt immediate notice to the other party if any of the following occur occurs after the date of this AgreementAgreement and prior to the termination of this Agreement or the Effective Time: (a) receipt of any written notice to the receiving party from of, or other communication relating to, a default, or event which with notice or lapse of time or both would become a default, under any third person alleging that the consent or approval of such third person is or may be required in connection with the TransactionsMaterial Contract; (b) receipt of any notice or other communication in writing from any Governmental Authority, Person alleging that the Nasdaq (consent of such Person is or any other securities market) may be required in connection with the Transactionstransactions contemplated by this Agreement; or (c) if to receipt of any notice or other written communication from any Governmental Entity in connection with the Knowledge of the Company there has occurred, or if Parent obtains knowledge of transactions contemplated by this Agreement; (d) the occurrence of, as applicable, an or non-occurrence of any fact or event which would or would be reasonably likely to result in the failure of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to cause any condition hereunder not to be or satisfied; (e) the commencement or threat of any action involving or affecting Target or any of its properties or assets; (f) the occurrence or non-occurrence of any fact or event that causes a material breach by Target or Acquiror of any provision of this Agreement applicable to it; (g) the occurrence of any fact or event of which such party becomes aware that results in the inaccuracy in any representation or warranty of such party in this Agreement; and (h) the occurrence of any event that, had it occurred prior to the Company Groupdate of this Agreement without any additional disclosure hereunder, taken as would have constituted a wholeMaterial Adverse Effect of Target or Acquiror; provided, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) that the delivery of any notice by a any party pursuant to this Section 6.12 provision shall not modify any representation or warranty of such party, cure any breaches thereof or limit or otherwise affect the respective rights, obligations, representations, warranties, covenants rights or agreements remedies available hereunder to the other parties and the failure of the parties party receiving such information to take any action with respect to such notice shall not be deemed a waiver of any breach or the conditions breaches to the obligations representations or warranties of the parties under this Agreement, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any party disclosing such notice, in and of itself, shall not give rise to any right to terminate under Article VIIIinformation.

Notification of Certain Matters. Parent Each of the Company and the Company Seller shall each give prompt notice to the other party others (and, if in writing, furnish copies of) if any of the following occur after occurs during the date of this AgreementPre-Closing Period: (a) receipt there has been a material failure on the part of any written the party providing the notice to the receiving party from comply with or satisfy any third person alleging that the consent covenant, condition or approval of such third person is agreement to be complied with or may be required in connection with the Transactionssatisfied by it hereunder; (b) receipt of any notice or other communication in writing from any Governmental Authority, third Person alleging that the Nasdaq (consent of such third Person is or any other securities market) may be required in connection with the Transactionstransactions contemplated by this Agreement; or (c) if receipt of any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would reasonably be expected to cause or result in any of the conditions to the Knowledge of the Company there has occurred, or if Parent obtains knowledge of the occurrence of, as applicable, an event which would or would be reasonably likely to result in the failure of any condition Exchange set forth in Article VII not being satisfied or the satisfaction of any of those conditions being materially delayed; or (e) the commencement or threat, in writing, of any Action against any party hereto or any of its Affiliates, or any of their respective properties or assets, or, to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), knowledge of the Company shall notify Parent in writing promptlyand the Seller, and in as applicable, any event within seventy-two (72) hoursofficer, upon becoming aware of any unauthorized access director or use of any sensitive or confidential information, including Personally Identifiable Informationpartner, in the possession his or control her capacity as such of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to the Company GroupSeller, taken as a wholeapplicable, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party their Affiliates with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates consummation of the foregoing information with respect Exchange. No such notice to any party hereto shall constitute an acknowledgement or admission by such Data Breach reported party providing notice regarding whether or not any of the conditions to ParentClosing or to the consummation of the Exchange have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached. In Moreover, no event shall (A) the delivery of information or knowledge obtained by any notice by a party hereto pursuant to this Section 6.12 limit 6.3 will affect or otherwise affect the respective rights, obligations, representations, warranties, covenants be deemed to modify any representation or agreements of the parties warranty contained herein or the conditions to the obligations of the parties under this Agreement, or (B) disclosure by hereto to consummate the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIIIExchange.

Notification of Certain Matters. Parent and the The Company shall each give prompt notice to Parent of: (i) the other party if occurrence or nonoccurrence of any event which would be likely to cause the failure of either of the following occur after conditions set forth in Section 7.2(a) or Section 7.2(b) to be met as of any time during the date of this Agreement: Interim Period; (aii) the Company’s or any Company Subsidiary’s receipt of any written notice to the receiving party or other communication from any third person party alleging that the consent or approval of such third person party is or may be required in connection with the Transactionstransactions contemplated by this Agreement, including the Merger (unless such consent has been previously identified on Schedule 3.3 of the Company Disclosure Schedule); or (iii) the existence of any facts or circumstances that would reasonably be expected to result in a Company Material Adverse Effect. Parent shall give prompt notice to the Company of: (x) the occurrence or nonoccurrence of any event which would be likely to cause the failure of either of the conditions set forth in Section 7.1(a) or Section 7.1(b) to be met as of any time during the Interim Period; (by) Parent’s or any Parent Subsidiary’s receipt of any notice or other communication from any Governmental Authority, third party alleging that the Nasdaq (consent of such third party is or any other securities market) may be required in connection with the Transactionstransactions contemplated by this Agreement, including the Merger (unless such consent has been previously identified on Schedule 4.3 of the Parent Disclosure Schedule); or (cz) if to the Knowledge of the Company there has occurred, or if Parent obtains knowledge of the occurrence of, as applicable, an event which would or would be reasonably likely to result in the failure existence of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access facts or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary circumstances that would (i) reasonably be expected to be material to the Company Group, taken as result in a whole, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data BreachMaterial Adverse Effect. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the The delivery of any notice by a party pursuant to this Section 6.12 5.11 shall not limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions remedies available hereunder to the obligations of the parties under this Agreement, or (B) disclosure by the Company or Parent party receiving such notice nor be deemed to amend or supplement have amended any of the disclosures set forth in the Company Disclosure Schedule or constitute an exception Parent Disclosure Schedule, as applicable, to have qualified the representations and warranties contained herein or to have cured any misrepresentation or breach of a representation or warranty that otherwise might have existed hereunder by reason of such material development. No disclosure after the date of this Agreement of the untruth of any representation or warranty. Notwithstanding anything to the contrary and warranty made in this Agreement, Agreement will operate as a cure of any breach of the failure to deliver disclose the information, or of any such notice, in and of itself, shall not give rise to any right to terminate under Article VIIIuntrue representation or warranty made herein.

Notification of Certain Matters. Parent and the The Company shall each give prompt notice to Buyer, and Buyer shall give prompt notice to the other party if any of the following occur after the date of this Agreement: Company, (a) of any event or matter that has caused any of its representations, warranties, covenants or agreements in this Agreement or in any Ancillary Agreement to be inaccurate in any material respect (provided, that the failure to provide such notice shall not in and of itself result in the failure of a closing condition, it being understood and agreed that the underlying inaccuracy may result in the failure of a closing condition), (b) of receipt of any written notice to or other communication received by such party (or, in the receiving party case of the Company, by the Depositor, any Securitization Trust or any Other Securitization Trust) from any third Governmental Authority, any party to a Securitization Basic Document or an Other Securitization Basic Document, any holder of, or holder of a beneficial interest in, any note issued under a Securitization Indenture or an Other Securitization Indenture, any issuer of a Student Loan Insurance Policy or any Rating Agency in connection with this Agreement, the Related Transaction Agreements or the Transactions, or from any person alleging that the consent or approval of such third person is or may be required in connection with the Transactions; (b) receipt of any notice herewith or other communication from any Governmental Authoritytherewith, the Nasdaq (or any other securities market) in connection with the Transactions; or and (c) if to the Knowledge of the Company there has occurred, or if Parent obtains knowledge of the occurrence of, as applicable, an event which would or would be reasonably likely to result in the failure upon becoming aware of any condition set forth in Article VII Proceedings commenced or, to be satisfiedsuch party’s knowledge, threatened against or involving such party or any of its Subsidiaries which relate thereto. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hoursgive prompt notice to Buyer, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected any default or breach or failure to be material perform any obligation by any party to the Company Group, taken as a whole, Securitization Basic Document or Other Securitization Basic Document or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken receipt by it or anticipated to be taken by the Company to investigateDepositor, remediate, mitigate and contain such Data Breach and (C) any notifications provided (Securitization Trust or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery Other Securitization Trust of any written notice by a party pursuant to this Section 6.12 limit or otherwise affect communication from any person asserting the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIIIsame.

Notification of Certain Matters. Parent Between the date hereof and the Company shall Closing, each party to this Agreement will give prompt notice in writing to the other party if hereto of: (i) any information that indicates that any representation and warranty of such party contained herein was not true and correct as of the following occur after date made or will not be true and correct as of the date of this Agreement: Closing, (aii) receipt the occurrence of any written event which could result in the failure to satisfy a condition specified in ARTICLE 6 or ARTICLE 7 hereof, as applicable, (iii) any notice to the receiving party or other communication from any third person alleging that the consent or approval of such third person is or may be required in connection with the Transactions; transactions contemplated by this Agreement, and (biv) receipt in the case of the Stockholder and the Company, any notice of, or other communication relating to, any default or event which, with notice or lapse of time or both, would become a default under any Company Agreement set forth on SCHEDULE 2.15. The Company and the Stockholder will (x) promptly advise UAG of any event that has, or could reasonably be expected in the future to have, a Material Adverse Effect on the Company, (y) confer on a regular and frequent basis with one or more designated representatives of UAG to report operational matters and to report the general status of ongoing operations, and (z) notify UAG of any emergency or other change in the normal course of business or relating to the Real Property or Improvements of the Company and of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated) or adjudicatory proceedings involving the Company, the Real Property or the Improvements and will keep UAG fully informed of such events and permit UAG's representatives access to all materials prepared in connection therewith. The Stockholder shall give prompt notice to UAG of any notice or other communication from any Governmental Authoritythird person asserting any right, the Nasdaq (title or interest in any other securities market) in connection with the Transactions; or (c) if to the Knowledge of the Company there has occurredShares held by the Stockholder (including, without limitation, any threat to commence, or if Parent obtains knowledge notice of the occurrence of, as applicable, an event which would or would be reasonably likely to result in the failure commencement of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Group, taken as a whole, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual action or other third party proceeding with respect to the Shares) or the occurrence of any other event of which such Data Breach. Subject to, and Stockholder has knowledge which could result in accordance with, Section 6.02(a), any failure to consummate the Company shall provide Parent with reasonable periodic updates sale of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery of any notice by a party pursuant to this Section 6.12 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIIIShares as contemplated hereby.

Notification of Certain Matters. Parent Radiancy, on one hand, and each of PhotoMedex and Merger Sub, on the Company other hand, shall each give prompt notice to the other party (and, if in writing, furnish copies of) if any of the following occur after occurs during the date of this AgreementExecutory Period: (ai) there has been a material failure on the part of the Party providing the notice to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (ii) receipt of any written notice to the receiving party or other communication in writing from any third person Person alleging that the consent or approval Consent of such third person Person is or may be required in connection with the Transactionstransactions contemplated by this Agreement; (biii) receipt of any notice or other communication from any Governmental Authority, the Nasdaq (or any other securities market) Authority in connection with the Transactionstransactions contemplated by this Agreement; (iv) 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 the satisfaction of any of those conditions being materially delayed; or (cv) if the commencement or threat, in writing, of any Action against any Party or any of its affiliates, or any of their respective properties or assets, or, to the Knowledge of the Company there has occurred, or if Parent obtains knowledge of the occurrence ofPhotoMedex or Radiancy, as applicable, an event which would any officer, director or would be reasonably likely to result in the failure of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Informationpartner, in the possession his or control her capacity as such, of the Company PhotoMedex or Radiancy, as applicable, or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Group, taken as a whole, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party their affiliates with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates consummation of the foregoing information with respect Merger. No such notice to any such Data Breach reported Party shall constitute an acknowledgement or admission by the Party providing notice regarding whether or not any of the conditions to ParentClosing or to the consummation of the Merger have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached. In Moreover, no event shall (A) the delivery of information or knowledge obtained by any notice by a party Party hereto pursuant to this Section 6.12 limit 5.1 will affect or otherwise affect the respective rights, obligations, representations, warranties, covenants be deemed to modify any representation or agreements of the parties warranty contained herein or the conditions to the obligations of the parties under this Agreement, or (B) disclosure by Parties to consummate the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIIIMerger.

Notification of Certain Matters. Parent Parent, Holdco, Xxxxxxxx and the Company Purchaser shall each give prompt notice to the other party Company if any of the following occur after the date of this Agreement: (ai) any representation or warranty made by Parent, Holdco, Xxxxxxxx or Purchaser in this Agreement is untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time; (ii) there has been a material failure of Parent, Holdco, Xxxxxxxx or Purchaser or any of their respective representatives to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or them hereunder; (iii) receipt of any written notice to the receiving party or other communication in writing from any third person party alleging that the consent or approval Consent of such third person party is or may be required in connection with the Transactionstransactions contemplated by this Agreement or the Transaction Documents, provided that such Consent would have been required to have been disclosed in this Agreement; (biv) receipt of any material notice or other communication from any Governmental AuthorityAuthority (including, but not limited to, the Nasdaq (or any other securities marketNASD) in connection with the Transactionstransactions contemplated by this Agreement or the Transaction Documents; or (cv) if to the Knowledge of the Company there has occurred, or if Parent obtains knowledge of the occurrence of, as applicable, of an event which would or would be reasonably likely to result in the failure of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material have a Purchaser Material Adverse Effect; or (vi) the commencement or threat of any Litigation involving or affecting Parent, Xxxxxxxx or any of their respective subsidiaries, or any of their respective properties or assets, or, to its knowledge, any employee, agent, director or officer, in his or her capacity as such, of Parent, Xxxxxxxx or any of their respective subsidiaries which, if pending on the date hereof, would have been required to have been disclosed in this Agreement or which relates to the consummation of the Offer or the Merger. No such notice to the Company Group, taken as a whole, shall have any effect on the determination of whether or (ii) require not any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery of any notice by a party pursuant to this Section 6.12 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to Closing or to the obligations consummation of the parties under this AgreementOffer have been satisfied or in determining whether or not any of the representations, warranties or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary covenants contained in this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIIIAgreement have been breached.

Notification of Certain Matters. Parent Between the date hereof and the Company shall Closing, each party to this Agreement will give prompt notice in writing to the other parties hereto of: (i) any information that indicates that any representation and warranty of such party if any contained herein was not true and correct as of the following occur after date hereof or will not be true and correct as of the date of this Agreement: Closing, (aii) receipt the occurrence of any written event which could result in the failure to satisfy a condition specified in Article 6 or Article 7 hereof, as applicable, (iii) any notice to the receiving party or other communication from any third person alleging that the consent or approval of such third person is or may be required in connection with the Transactions; transactions contemplated by this Agreement, and (biv) receipt in the case of the Stockholder, Xx. Xxxxx and the Company, any notice of, or other communication relating to, any default or event which, with notice or lapse of time or both, would become a default under any Company Agreement. Xx. Xxxxx shall (x) promptly advise UAG of any event that has, or could in the future have, a Material Adverse Effect (y) confer on a regular basis with one or more designated representatives of UAG to report operational matters and to report the general status of ongoing operations, and (z) notify UAG of any emergency or other change in the normal course of business or in the operation of the properties of the Company and of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated) or adjudicatory proceedings involving the Company or any of their assets or operations, and will keep UAG fully informed of such events and permit UAG's representatives access to all materials prepared in connection therewith. The Stockholder and Xx. Xxxxx shall give prompt notice to UAG of any notice or other communication from any Governmental Authoritythird person asserting any right, the Nasdaq (title or interest in any other securities market) in connection with the Transactions; or (c) if to the Knowledge of the Company there has occurredShares held by the Stockholder (including, without limitation, any threat to commence, or if Parent obtains knowledge notice of the occurrence of, as applicable, an event which would or would be reasonably likely to result in the failure commencement of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Group, taken as a whole, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual action or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information proceeding with respect to any such Data Breach reported to Parent. In no event shall (Aof the Shares) or the delivery occurrence of any notice by a party pursuant other event of which the Stockholder or Xx. Xxxxx has knowledge which could result in any failure to this Section 6.12 limit or otherwise affect consummate the respective rights, obligations, representations, warranties, covenants or agreements sale of the parties or the conditions to the obligations of the parties under this Agreement, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIIIShares as contemplated hereby.

Notification of Certain Matters. The Company shall give prompt notice to Parent and the Company Acquisition, and Parent and Acquisition shall each give prompt notice to the Company, of the status of matters relating to completion of the transactions contemplated hereby, including (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement 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 Acquisition, 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 party if 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 the following occur after its subsidiaries subsequent to the date of this Agreement: (a) receipt of any written notice Agreement and prior to the receiving 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 from any third person party or Governmental Entity with respect to the Merger or the other transactions contemplated hereby or alleging that the consent or approval of such third person party or Governmental Entity is or may be required in connection with the Transactions; (b) receipt of any notice Merger or the other communication from any Governmental Authoritytransactions contemplated by this Agreement, the Nasdaq (or any other securities market) in connection with the Transactions; or (cv) if to the Knowledge any material adverse change in their respective financial condition, properties, businesses or results of the Company there has occurred, or if Parent obtains knowledge of the occurrence of, as applicable, an event which would or would be reasonably likely to result in the failure of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Groupoperations, taken as a whole, or (ii) require any notification to be given to any Person under any Privacy Obligationother than changes resulting from general economic conditions; PROVIDED, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impactedHOWEVER, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) that the delivery of any notice by a party pursuant to this Section 6.12 4.11 shall not cure such breach or non-compliance or limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions remedies available hereunder to the obligations of the parties under this Agreement, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any party receiving such notice, in and of itself, shall not give rise to any right to terminate under Article VIII.

Notification of Certain Matters. Parent From the Agreement Date until the earlier termination of this Agreement in accordance with its terms and the First Effective Time, the Company shall each give prompt notice to Parent, and Parent shall give prompt notice to the other party if any Company, of the following occur after the date of this Agreement: (a) receipt of any written notice to the receiving or other communication received by such party from any third person Governmental Authority in connection with the Mergers or other transactions contemplated by this Agreement or from any Person alleging that the consent or approval of such third person Person is or may be required in connection with the Transactions; Mergers or the other transactions contemplated by this Agreement, (b) receipt of any notice actions, suits, claims, known investigations or other communication from any Governmental AuthorityLegal Proceedings commenced or, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or its subsidiaries which relate to the Nasdaq (Mergers or any the other securities market) in connection with the Transactions; or transactions contemplated by this Agreement, (c) if to the Knowledge discovery of the Company there has occurredany fact or circumstance that, or if Parent obtains knowledge of the occurrence of, as applicable, an event which would or would be reasonably likely to result in the failure non-occurrence of any event the occurrence or non-occurrence of which, has caused any representation or warranty made by such party contained in this Agreement to be untrue or inaccurate such that the condition set forth in Article VII Section 8.2(a) or Section 8.3(a) would not be satisfied at Closing, and (d) any failure of such party to comply with or satisfy any covenant or agreement to be satisfiedcomplied with or satisfied by it hereunder such that the condition set forth in Section 8.2(b) or Section 8.3(b) would not be satisfied in all material respects at Closing. Without limiting For the foregoingavoidance of doubt, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Group, taken as a whole, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery of any notice by a party pursuant to this Section 6.12 7.3 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement, (ii) limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions remedies available to the obligations party receiving such notice (except that notice of any new event, condition, fact or circumstance that occurs after the parties under Agreement Date shall exempt the Escrowed Holders from claims based on fraud or intentional misrepresentation related to such new events, conditions, facts or circumstances), (iii) constitute an acknowledgment or admission of breach of this Agreement, or (Biv) disclosure by the Company or Parent will be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warrantySchedule. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIII.7.4

Notification of Certain Matters. Parent and the Company Ralcorp shall each give prompt notice to the other party Agribrands if any of the following occur occurs after the date of this Agreement: (ai) any notice of, or other communication relating to, a material default or Event which, with notice or lapse of time or both, would become a material default under any Ralcorp Material Contract; (ii) receipt of any written notice to the receiving party or other communication in writing from any third person party alleging that the consent or approval Consent of such third person party is or may be required in connection with the Transactionstransactions contemplated by this Agreement, other than a Consent disclosed pursuant to Section 5.5 or 5.6 above or not required to be disclosed pursuant to the terms thereof; (biii) receipt of any material notice or other communication from any Governmental AuthorityAuthority (including, but not limited to, the Nasdaq (NYSE or any other securities marketexchange) in connection with the Transactionstransactions contemplated by this Agreement; or (civ) if to the Knowledge of the Company there has occurred, or if Parent obtains knowledge of the occurrence of, as applicable, of an event Event which would or would be reasonably likely to result in the failure of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material have a Ralcorp Material Adverse Effect; (v) the commencement or threat of any Litigation involving or affecting Ralcorp or any Ralcorp Subsidiary, or any of their respective properties or assets, or, to the Company Groupits knowledge, taken any employee, agent, director or officer of Ralcorp or any Ralcorp Subsidiary, in his or her capacity as such or as a wholefiduciary under a Benefit Plan of Ralcorp, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impactedwhich, if applicable)pending on the date hereof, (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise would have been required to be provided) to any Governmental Authority, impacted individual have been disclosed in or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery of any notice by a party pursuant to this Section 6.12 limit Agreement or otherwise affect which relates to the respective rights, obligations, representations, warranties, covenants or agreements consummation of the parties Ralcorp Merger, or any material development in connection with any Litigation disclosed by Ralcorp in or pursuant to this Agreement or the conditions Ralcorp Securities Filings; and (vi) the occurrence of any Event that would reasonably be expected to the obligations cause a breach by Ralcorp of the parties under any provision of this Agreement, or and (Bvii) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to occurrence of any representation or warranty. Notwithstanding anything Event that, had it occurred prior to the contrary in date of this Agreement without any additional disclosure hereunder, would have constituted a breach by Ralcorp of any provision of this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIII.

Notification of Certain Matters. Parent and the (a) The Company shall each give prompt notice to the other party if Parent of (i) any Change which occurs or exists that causes or is reasonably likely to cause the failure of the following occur after the date of this Agreement: conditions set forth in Section 7.2(a), 7.2(b), 7.2(d) or 7.2(e), (aii) receipt of any written notice to the receiving party or other communication from any third person alleging that the consent or approval of such third person is or may be required in connection with the Transactions; Merger or any of the other transactions contemplated by this Agreement, (biii) receipt of any notice or other communication from any Governmental Authority, the Nasdaq (or any other securities market) Entity in connection with the Transactions; or (c) if to the Knowledge of the Company there has occurred, or if Parent obtains knowledge of the occurrence of, as applicable, an event which would or would be reasonably likely to result in the failure of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Group, taken as a whole, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope Merger or any of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), other transactions contemplated by this Agreement or (B) a summary the transactions contemplated by the CAD Sale Agreement, (iv) any Legal Actions commenced or, to the best of efforts taken its knowledge, threatened against, relating to or anticipated involving or otherwise affecting the Company or its Subsidiary which, if pending on the date of this Agreement, would have been required to be taken have been disclosed pursuant to this Agreement or which relate to the transactions contemplated hereby, (v) any notice or other communication received by the Company or its Subsidiary from an insurer under any Insurance Policy that such insurer intends to investigatecancel or generally disclaim liability under any such policy or not renew any such policy, remediate(vi) any notice or other communication from any customer set forth in Section 3.20(a) of the Company Disclosure Schedule that such customer will stop, mitigate and contain or decrease the rate of, buying products from the Company or its Subsidiary, (vii) any notice or other communication from any supplier set forth in Section 3.20(b) of the Company Disclosure Schedule that such Data Breach supplier will stop, or decrease the rate of, supplying materials, products or services to the Company or its Subsidiary, (viii) any written notices or claims received by, or Legal Actions commenced or, to the best of its knowledge, threatened in writing against, the Company or its Subsidiary, in each case (a) from or by Clarion relating to or involving or otherwise affecting the Company or its Subsidiary or Clarion relating to the transactions contemplated by the CAD Sale Agreement or (b) from or by any third party relating to or involving the retained liabilities under the CAD Sale Agreement, and (Cix) any notifications provided (audit commenced, or anticipated to the knowledge of the Company, threatened in writing, against or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject tothe Company, and its Subsidiary or any CAD Subsidiary in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates respect of any Tax or Tax asset of the foregoing information with respect Company, its Subsidiary or any CAD Subsidiary; provided, however, that (x) no such notification shall be deemed to cure any such Data Breach reported to Parent. In no event shall (A) the delivery of any notice by a party pursuant to this Section 6.12 limit breach or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties Company or the conditions to the obligations of the parties under this Agreement, or hereunder and (By) no disclosure by the Company or Parent shall be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIII.

Notification of Certain Matters. Parent Each of Gart and the Company shall each give prompt notice to the other of: (a) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default, received by it or any of its Subsidiaries subsequent to the date hereof and prior to the Effective Time, under any Contract material to the financial condition, properties, business or results of operations of such party taken as a whole to which such party, or any Subsidiary of such party, is a party or is subject; and (b) any material adverse change in the condition (financial or other), properties, assets, business, results of operations or prospects of it and its Subsidiaries taken as a whole, or the occurrence of any event that, so far as reasonably can be foreseen at the time of its occurrence, is reasonably likely to result in any such change. Each of Gart and the Company shall give prompt notice to the other party if any of the following occur after the date of this Agreement: (a) receipt of any written notice to the receiving party or other communication from any third person party alleging that the consent or approval of such third person party is or may be required in connection with the Transactions; (b) receipt of transactions contemplated hereby. In the event that, at any notice or other communication from any Governmental Authority, the Nasdaq (or any other securities market) in connection with the Transactions; or (c) if time prior to the Knowledge of the Company there has occurred, or if Parent obtains knowledge of the occurrence of, as applicable, an event which would or would be reasonably likely to result in the failure of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a)Closing, the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming becomes aware of any unauthorized access matter that, if existing or use known as of any sensitive the date hereof, would have been required to be set forth or confidential information, including Personally Identifiable Information, described in the possession Company Disclosure Schedule or control would otherwise have rendered any representation or warranty of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Group, taken as a whole, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a)its Subsidiaries set forth herein false, the Company shall promptly provide Parent with reasonable periodic updates written notice of such matters to Gart. In the event that, at any time prior to the Closing, Gart becomes aware of any matter that, if existing or known as of the foregoing information with respect date hereof, would have been required to be set forth or described in the Gart Disclosure Schedule or would otherwise have rendered any representation or warranty of Gart or any of its Subsidiaries set forth herein false, Gart shall promptly provide written notice of such Data Breach reported matters to Parentthe Company. In However, no event shall (A) the delivery of any such notice by a party pursuant to provided under this Section 6.12 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement, or (B) disclosure by the Company or Parent 7.16 shall be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to cure any breach of any representation or warranty. Notwithstanding anything to warranty made herein, whether for purposes of determining whether or not the contrary conditions set forth in this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIII8 have been satisfied or otherwise.

Notification of Certain Matters. Subject to applicable Law, the Company will give prompt notice to Parent and the Company shall each Merger Sub, and Parent and Merger Sub will give prompt notice to the other party if any Company, of the following occur after the date of this Agreement: (a) receipt any fact, change, event or circumstance that has had or would reasonably be expected to have a Material Adverse Effect on the Company or prevent or materially impair the ability of Parent and Merger Sub to consummate the transactions, or which any Party would reasonably expect to cause or constitute a material breach of any written notice to the receiving party from any third person alleging that the consent of its representations, warranties or approval of such third person is or may be required in connection with the Transactions; covenants contained herein, (b) receipt the occurrence or non-occurrence of any notice or other communication from any Governmental Authority, the Nasdaq (or any other securities market) in connection with the Transactions; or (c) if to the Knowledge of the Company there has occurred, or if Parent obtains knowledge of event the occurrence of, as applicable, an event or non-occurrence of which would or would be reasonably likely to result in the failure of cause any condition set forth in Article VII to the Merger to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and unsatisfied in any event within seventy-two material respect at the Effective Time, (72c) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control material failure of the Company or Parent and Merger Sub, as the case may be, or any officer, director, employee or Representative of the Company Subsidiary that or Parent and Merger Sub, as applicable, to comply with or satisfy any covenant or agreement to be complied with or satisfied by it under this Agreement, and (d) the occurrence of any event which, with or without notice, lapse of time or both, would (i) reasonably be expected to be material constitute a default or breach on the part of Parent, Merger Sub or, to the Company GroupKnowledge of Parent, taken as a wholeany Debt Financing Source, under any term of the Debt Commitment Letter or (ii) require otherwise result in any notification portion of the Debt Financing contemplated thereby to be given to any Person under any Privacy Obligationunavailable at the Closing; provided, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impactedhowever, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) that the delivery of any notice by a party pursuant to this Section 6.12 6.4 will not limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions remedies available under this Agreement to the obligations of the parties under this Agreement, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any Party receiving such notice, in and of itself, shall not give rise to any right to terminate under Article VIII.

Notification of Certain Matters. Parent and the The Company shall each give prompt notice to the Newco of (a) any notice of, or other party if 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 the following occur after its Subsidiaries subsequent to the date of this Agreement: (a) receipt of any written notice Agreement and prior to the receiving Effective Time, under any Contract material to the business, properties, assets, results of operations or financial condition of the Company and its Subsidiaries taken as a whole to which it or any of its Subsidiaries is a party or is subject, (b) any notice or other communication from any third person party alleging that the consent or approval of such third person party is or may be required in connection with the Transactionstransactions contemplated by this Agreement, (c) any events which have had or would be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect or (d) the occurrence or existence of any event which would make, or would be reasonably expected to make, with the passage of time or otherwise, any representation or warranty of the Company contained herein untrue such that the closing condition set forth in Section 7.2(a) would not be satisfied; provided, however, that the delivery of notice pursuant to this Section 6.10 shall not be deemed to modify the representations and warranties of the Company hereunder. Newco shall give prompt notice to the Company of (ba) receipt of any notice or other communication from any Governmental Authority, third party alleging that the Nasdaq (consent of such third party is or any other securities market) may be required in connection with the Transactions; transactions contemplated by this Agreement, (b) the occurrence of any event or events which have had or would be reasonably expected to have, individually or in the aggregate, a Newco Material Adverse Effect or (c) if to the Knowledge of the Company there has occurred, or if Parent obtains knowledge of the occurrence of, as applicable, an or existence of any event which would make, or would be reasonably likely expected to result in make, with the failure passage of time or otherwise, any representation or warranty contained herein untrue such that the closing condition set forth in Article VII to Section 7.3(a) would not be satisfied. Without limiting the foregoing; provided, unless prohibited under any Privacy Obligationshowever, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Group, taken as a whole, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery of any notice by a party pursuant to this Section 6.12 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement, or (B) disclosure by the Company or Parent 6.10 shall not be deemed to amend or supplement modify the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to representations and warranties of the contrary in this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIIINewco hereunder.

Notification of Certain Matters. Parent and the Company MITI shall each give prompt written ------------------------------- notice to Actava, Orion and Sterling specifying in reasonable detail: (i) 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 under any agreement, indenture or instrument material to the other party if business, assets, property, condition (financial or otherwise) or the results of operations of MITI, its United States subsidiaries or any Joint Venture Entity, taken as a whole, to which MITI, any of the following occur after the date of this Agreement: its United States subsidiaries or any Joint Venture Entity is a party or is subject; (aii) receipt of any written material notice to the receiving party or other communication from any third person party alleging that the consent or approval of such third person party is or may be required in connection with the Transactionstransactions contemplated by this Agreement including the Mergers; (biii) receipt of any material notice or other communication from any Governmental Authority, the Nasdaq (or any other securities market) regulatory authority in connection with the Transactionstransactions contemplated by this Agreement; (iv) any event which has a MITI Material Adverse Effect, or the occurrence of an event which, so far as reasonably can be foreseen at the time of its occurrence, would result in any MITI Material Adverse Effect; (cv) any claims, actions, proceedings or investigations commenced or, to MITI's knowledge, threatened, involving or affecting MITI, any of its United States subsidiaries or any Joint Venture Entity or any of their respective property or assets, or, to MITI's knowledge, any employee, consultant, director or officer, in his or her capacity as such, of MITI or any of its subsidiaries which, if pending on the date hereof, would have been required to have been disclosed in a Schedule pursuant to this Agreement or which relates to the Knowledge consummation of the Company there has occurred, MITI Merger; and (vi) any event or action which if Parent obtains knowledge of known on the occurrence of, as applicable, an event which date hereof (a) would have caused a representation or would be reasonably likely to result in the failure of any condition warranty set forth in Article VII 6 hereof to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and untrue or incomplete or incorrect in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Group, taken as a whole, respect or (iib) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise would have been required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and have been disclosed in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery of any notice by a party Schedule pursuant to this Section 6.12 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIII.

Notification of Certain Matters. Parent and the Company Each party shall each use its best efforts to give prompt written notice to the each other party if any of the following occur after the date of this Agreement: (a) receipt of any written notice to the receiving party or other communication from any third person Person alleging that the consent or approval of such third person Person is or may be required in connection with the Transactions; transactions contemplated hereby, (b) receipt of any notice or other communication from any Governmental Authority, the Nasdaq (or any other securities market) Entity in connection with the Transactions; or transactions contemplated hereby, (c) if to the Knowledge of the Company there has occurredoccurrence, or if Parent obtains knowledge failure to occur, of any event of which it becomes aware that has caused or could reasonably be expected to cause any representation or warranty of such party contained in this Agreement that is qualified as to materiality being or becoming as of any time between the occurrence ofdate of this Agreement and the Effective Time untrue or inaccurate at such time in any respect or any such representation or warranty that is not so qualified being or becoming as of any time between the date of this Agreement and the Effective Date untrue or inaccurate in any material respect, as applicable, an event which would or would be reasonably likely to result in (d) the failure of it to comply with or satisfy in any condition set forth in Article VII material respect any obligation to be satisfied. Without limiting complied with or satisfied by it under this Agreement or (e) the foregoingcommencement or threat of, unless prohibited under or any Privacy Obligationsmaterial development with respect to, and in each case subject any Company Litigation or any other action, suit, investigation, inquiry or proceeding which relates to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware consummation of the transactions contemplated hereby or the issuance of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of Order affecting the Company or any Company Subsidiary that would (i) reasonably be expected to be material of its Subsidiaries or any of their respective properties or assets, in either case which, if pending, threatened or issued, as the case may be, on or prior to the Company Groupdate of this Agreement, taken as a whole, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise would have been required to be provided) have been disclosed pursuant to any Governmental Authority, impacted individual or other third party with respect to such Data BreachSection 3.1. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the The delivery of any notice by a party pursuant to this Section 6.12 5.9 is for informational purposes and shall not limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception remedies available hereunder to any representation party or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any parties receiving such notice, in and of itself, shall not give rise to any right to terminate under Article VIII.

Notification of Certain Matters. From after the date hereof and until the earlier to occur of the Closing Date or the termination of this Agreement, Parent and the Company shall each give prompt notice to the other party if any Company and the Company shall give prompt notice to Parent, as the case may be, of the following occurrence, or failure to occur, of any event, which occurrence or failure to occur is reasonably likely to cause (a)(i) any representation or warranty of such party contained in this Agreement that is qualified as to “materiality”, “Company Material Adverse Effect” or “Parent Material Adverse Effect” to be untrue or inaccurate in any respect or (ii) any other representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect, in each case at any time from and after the date of this Agreement until the Offer Closing or (b) any material failure of Parent and Purchaser or the 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: (a) receipt . In addition, from after the date hereof and until the earlier to occur of any written the Closing Date or the termination of this Agreement, Parent shall give prompt notice to the receiving party from any third person alleging that Company and the consent or approval of such third person is or Company shall give prompt notice to Parent, as the case may be required in connection with the Transactions; (b) receipt be, of any notice change or other communication from any Governmental Authority, the Nasdaq (or any other securities market) in connection with the Transactions; or (c) if to the Knowledge of the Company there has occurredevent having, or if which is reasonably likely to have, a Company Material Adverse Effect or Parent obtains knowledge of the occurrence ofMaterial Adverse Effect, as applicablethe case may be, an event or which would or would be reasonably likely to result in the failure of the Offer Conditions or any condition of the conditions set forth in Article VII Section 7.1 to be satisfied. Without limiting Notwithstanding the foregoingabove, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Group, taken as a whole, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery of any notice by a party pursuant to this Section 6.12 6.3 will not limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties parties, the remedies available hereunder to the party receiving such notice or the conditions to such party’s obligation to consummate the obligations Offer or the Merger. This Section 6.3 shall not constitute a covenant, agreement or obligation of the parties under this Agreement, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule Purchaser, as the case may be, for purposes of Section 8.1(c)(i), Section 8.1(d)(i) or constitute an exception to any representation or warranty. Notwithstanding anything to clause (v) of Exhibit A, as the contrary in this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIIIcase may be.

Notification of Certain Matters. Parent Between the date hereof and the Company shall Closing, each Party to this Agreement will give prompt notice in writing to the other party if Party hereto of: (i) any information that indicates that any representation and warranty of such Party contained herein was not true and correct as of the following occur after date made, or will not be true and correct as of the date of this Agreement: Closing; (aii) receipt the occurrence of any written event which could result in the failure to satisfy a condition specified in Article 6 or Article 7 hereof, as applicable; (iii) any notice to the receiving party or other communication from any third person Person alleging that the consent or approval of such third person Person is or may be required in connection with the Transactionstransactions contemplated by this Agreement; and (iv) in the case of the Stockholders and the Company, any notice of, or other communication relating to, any default or event which, with notice or lapse of time or both, would become a default under any Company Agreement set forth on SCHEDULE 2.15. The Company and the Stockholders will: (a) promptly advise SAG of any event that has, or could reasonably be expected in the future to have, a Material Adverse Effect on the Company; (b) receipt confer on a regular and frequent basis with one or more designated representatives of SAG to report operational matters and to report the general status of ongoing operations; and (c) notify SAG of any emergency or other change in the normal course of business or relating to the Owned Real Property or the Leased Real Property or Improvements of the Company and the Stockholder Real Property and of any complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authority or adjudicatory proceedings involving the Company, the Owned Real Property, the Leased Real Property or the Improvements or the Stockholder Real Property and will keep SAG fully informed of such events and permit SAG's representatives access to all materials prepared in connection therewith. Each Stockholder shall give prompt notice to SAG of any notice or other communication from any Governmental Authoritythird Person asserting any right, the Nasdaq (title or interest in any other securities market) in connection with the Transactions; or (c) if to the Knowledge of the Company there has occurredTarget Shares held by such Stockholder, including, without limitation, any threat to commerce, or if Parent obtains knowledge notice of the occurrence of, as applicable, an event which would or would be reasonably likely to result in the failure commencement of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Group, taken as a whole, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual action or other third party proceeding with respect to the Target Shares, or the occurrence of any other event of which such Data Breach. Subject to, and Stockholder has Knowledge which could result in accordance with, Section 6.02(a), any failure to consummate the Company shall provide Parent with reasonable periodic updates sale of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery of any notice by a party pursuant to this Section 6.12 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIIITarget Shares as contemplated hereby.

Notification of Certain Matters. Parent and the (a) The Company shall each give prompt promptly notify Parent of (i) any written notice to the or other party if communication received by any of the following occur after the date of this Agreement: (a) receipt of any written notice to the receiving party Company or its Subsidiaries from any third person Person alleging that the consent or approval of such third person Person is or may be required in connection with the Transactions, if the failure to obtain such consent would reasonably be expected to materially impede or delay the consummation of the Transactions or have a Company Material Adverse Effect; (bii) receipt any Proceeding commenced or, to the Company’s Knowledge, threatened that may materially impede or delay the consummation of the Transactions, or that make allegations that, if true, would, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect; (iii) any inaccuracy of any notice representation or other communication from warranty of the Company contained herein at any Governmental Authoritytime during the term hereof if such inaccuracy would reasonably be expected to cause any of the conditions set forth in clauses 2(a), the Nasdaq (or any other securities market) in connection with the Transactions; or b), (c) if and (d) of ANNEX I to fail to be satisfied at the Knowledge Initial Expiration Time or the Expiration Time; and (iv) any failure of the Company there has occurred, to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder if Parent obtains knowledge of such failure would reasonably be expected to cause the occurrence of, as applicable, an event which would or would be reasonably likely to result in the failure of any condition set forth in Article VII clause 2(e) of ANNEX I to fail to be satisfiedsatisfied at the Initial Expiration Time or the Expiration Time. Without limiting For the foregoingavoidance of doubt, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Group, taken as a whole, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery of any notice by a party pursuant to this Section 6.12 limit 8.08(a) shall not affect or otherwise affect the respective rights, obligations, representations, warranties, covenants be deemed to modify any representation or agreements warranty of the parties Company set forth in this Agreement or the conditions to the obligations of Parent and Acquisition Sub to consummate the parties under this Agreement, Offer or (B) disclosure by the Company or remedies available to Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIIIAcquisition Sub hereunder.

Notification of Certain Matters. Parent Purchasers, on the one hand, and Sellers on the Company other hand, shall use their respective commercially reasonable efforts to promptly notify each give prompt notice other of (i) any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, to the other party if any Knowledge of Sellers or the following occur after Knowledge of Purchasers, threatened, against Sellers, the date of this Agreement: Subject Companies or Purchasers, as the case may be; (aii) receipt the occurrence or non-occurrence of any written fact or event which would be reasonably likely to cause any condition set forth in Article VI not to be satisfied; (iii) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Company Contract; (iv) 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 the receiving party be untrue or inaccurate; (v) any notice or other communication from any third person Person alleging that the consent or approval of such third person Person is or may be required in connection with the Transactions; (b) receipt of any notice or other communication from any Governmental Authority, the Nasdaq (or any other securities market) in connection with the Transactionstransactions contemplated by this Agreement; or (cvi) if to the Knowledge of the Company there has occurred, or if Parent obtains knowledge of the occurrence ofof any event, as applicablecircumstance, an event development, state of facts, occurrence, change or effect which has had a Material Adverse Effect or the occurrence or non-occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which would not, individually or would be reasonably likely to in the aggregate, result in the failure of any condition set forth in Article VII to be satisfied. Without limiting the foregoinga Material Adverse Effect; provided, unless prohibited under any Privacy Obligationshowever, and in each case subject to Section 6.02(a), the Company that no such notification shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Group, taken as a whole, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery of any notice by a party pursuant to this Section 6.12 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties Parties (or remedies with respect thereto) or the conditions to the obligations of the parties Parties under this Agreement; provided, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in further that a breach of this Agreement, the failure to deliver any such notice, in and of itself, Section 5.7 shall not be considered for purposes of determining the satisfaction of the closing conditions set forth in Article VI or give rise to any a right of termination under Article VII or a right to terminate indemnification under Article VIIIVIII if the underlying breach or breaches with respect to which the other party failed to give notice would not result in the failure of the closing conditions set forth in Article VI or would not result in the ability of such non-breaching Party to terminate this Agreement or to obtain indemnification, as the case may be.

Notification of Certain Matters. Parent and Each of the Company or Purchaser shall each give prompt notice to the other party if any of the following occur occurs after the date of this Agreement: Agreement (aprovided Purchaser need not give notice with respect to the events described in clauses (i) or (v)): (i) any written notice, or other written communication that the Company or any Company Subsidiary receives, of which the Company obtains Knowledge, relating to a material default or Event which, with notice or lapse of time or both, would be reasonably likely to become a material default under any Significant Contract; (ii) any receipt by it or any of its Subsidiaries of any written notice to the receiving party or other written communication from any third person Person of which the Company or Purchaser, as applicable, obtains Knowledge alleging that the consent or approval Consent of such third person Person is or may be required in connection with the TransactionsMerger and the other transactions contemplated by this Agreement if such Consent is not disclosed in the Company Disclosure Schedule; (biii) receipt by it or any of its Subsidiaries of any material notice or other communication from any Governmental Authority, Authority (including the Nasdaq (AMEX or any other securities marketexchange) in connection with the Transactions; or (c) if to Merger and the Knowledge other transactions contemplated by this Agreement of which the Company there has occurred, or if Parent obtains knowledge of the occurrence ofPurchaser, as applicable, an event which would obtains Knowledge; (iv) the occurrence of any Event or Events which, individually or in the aggregate, would be reasonably likely to result have a Company Material Adverse Effect (in the failure case of the Company) or a Purchaser Material Adverse Effect (in the case of Purchaser); (v) the commencement or written threat of any condition set forth in Article VII to be satisfied. Without limiting Litigation involving or affecting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a)Company, the Company shall notify Parent in writing promptlySubsidiaries or any of their respective properties or assets, and in or any event within seventy-two (72) hoursemployee, upon becoming aware agent, director or officer of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Informationthe Company, in the possession his or control of the Company her capacity as such or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Group, taken as a wholefiduciary under a Benefit Plan, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impactedwhich, if applicable)pending on the date hereof, (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise would have been required to be provided) to any Governmental Authority, impacted individual have been disclosed in or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery of any notice by a party pursuant to this Section 6.12 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement, or (B) disclosure any material adverse development in connection with any Litigation disclosed by the Company in or Parent be deemed pursuant to amend this Agreement or supplement the Securities Filings; (vi) the commencement or written threat against it or any of its Subsidiaries of any Litigation relating to the Merger; (vii) the occurrence of any Event that causes or is reasonably likely to cause a material breach by it of any provision of this Agreement; (viii) the receipt by it or any of its Subsidiaries of an administrative or other order or notification of which the Company Disclosure Schedule or constitute an exception Purchaser, as applicable, obtains Knowledge relating to any representation violation or warranty. Notwithstanding anything claimed violation by it or its Subsidiaries of the rules and regulations of any Governmental Authority that could adversely affect its ability to consummate the contrary in Merger and the other transactions contemplated by this Agreement, ; or (ix) if it obtains Knowledge of any change in Law that is reasonably likely to cause a Governmental Authority to withhold a Company Regulatory Consent (in the failure to deliver any such notice, case of the Company) or a Purchaser Regulatory Consent (in and the case of itself, shall not give rise to any right to terminate under Article VIIIPurchaser).

Notification of Certain Matters. Parent and the Company Each party shall each give prompt written notice to the each other party if any of the following occur after the date of this Agreement: (a) receipt of any written notice to the receiving party or other communication from any third person Person alleging that the consent or approval of such third person Person is or may be required in connection with the Transactions; transactions contemplated hereby, (b) receipt of any notice or other communication from any Governmental Authority, the Nasdaq (or any other securities market) Entity in connection with the Transactions; or transactions contemplated hereby, (c) if to the Knowledge of the Company there has occurredoccurrence, or if Parent obtains knowledge failure to occur, of the occurrence of, as applicable, an any event of which would it becomes aware that has caused or would be reasonably likely to result in the failure of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Closing Date, (d) the commencement or threat of any Company GroupLitigation or any other action, taken suit, investigation or proceeding which relates to the consummation of the transactions contemplated hereby or the issuance of any Order affecting the Company and/or any of its Subsidiaries or any of their respective properties or assets, in either case which, if pending or issued, as a wholethe case may be, on or (ii) require prior to the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.1 the failure of such party to comply with or satisfy in any notification material respect any covenant, condition or agreement to be given to any Person under any Privacy Obligation, and provide Parent complied with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken satisfied by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breachit hereunder. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the The delivery of any notice by a party pursuant to this Section 6.12 5.9 is for informational purposes and shall not limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception remedies available hereunder to any representation party or warrantyparties receiving such notice. Notwithstanding anything to the contrary Except as otherwise provided in this Agreement, the failure to deliver any such notice, in and the delivery of itself, any such notice shall not give rise be deemed an admission or an acknowledgment that (a) the subject matter of such notice is material or would result in a Company Material Adverse Effect or Parent Material Adverse Effect, or is outside of the ordinary course of business or inconsistent with past practices or (b) there has occurred an actual or an anticipatory breach of, or failure to comply with or satisfy, any right to terminate under Article VIIIrepresentation, warranty, covenant, condition or agreement.

Notification of Certain Matters. Parent and the The Company shall each give prompt notice to Parent of any change or event (i) that has or would reasonably be expected to have a Material Adverse Effect; (ii) that would reasonably be expected to give rise to the other right of any third party if to terminate, materially modify or assert a right to a material contractual or legal remedy under any Material Contract; (iii) that it believes results or would reasonably be expected to result in a failure of any of the following occur after the date of this Agreement: conditions set forth in Section 6.2; (aiv) receipt of any written notice to the receiving party communication from any third Governmental Entity in connection with the transactions contemplated by this Agreement and any response thereto, or from any person alleging that the consent or approval of such third person is or may be required in connection with the Transactions; (b) receipt Merger or the other transactions contemplated by this Agreement, if the subject matter of any notice such communication or other communication from any Governmental Authority, the Nasdaq (or any other securities market) in connection with the Transactions; or (c) if to the Knowledge of the Company there has occurred, or if Parent obtains knowledge of the occurrence of, as applicable, an event which would or would be reasonably likely to result in the failure of any condition set forth in Article VII such party to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that obtain such consent would (i) reasonably be expected to be material to the Company, the Surviving Corporation or Parent; (v) any legal action threatened or commenced against or otherwise affecting the Company Group, taken as or any of the Subsidiaries in connection with the transactions contemplated by this Agreement; or (vi) any correspondence from the SEC staff to the Company or responses of the Company thereto. Parent shall give prompt notice to the Company of any change or event (i) that has or would reasonably be expected to have a whole, material adverse effect on the ability of Parent or Buyer to perform its respective obligations under this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement; (ii) require that it believes results or would reasonably be expected to result in a failure of the conditions set forth in Section 6.3; (iii) any notification to be given to communication from any Person under any Privacy Obligation, and provide Parent Government Entity in connection with the following information transactions contemplated by this Agreement and any response thereto, or from any person alleging that the consent of such person is or may be required in reasonable detail (connection with the Merger or the other transactions contemplated by this Agreement, if the subject matter of such communication or the failure of such party to the extent reasonably available obtain such consent could be material to the Company): , the Surviving Corporation or Parent; or (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (Civ) any notifications provided (legal action threatened or anticipated commenced against or otherwise required to be provided) to affecting Parent or Buyer in connection with the transactions contemplated by this Agreement and any Governmental Authority, impacted individual or other third party with respect to such Data Breachresponse thereto. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the The delivery of any notice by a party pursuant to this Section 6.12 5.3, however, shall not limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions remedies available hereunder to the obligations of the parties under this Agreement, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any party receiving such notice, in and of itself, shall not give rise to any right to terminate under Article VIII.

Notification of Certain Matters. Parent and the Company Agribrands shall each give prompt notice to the other party Ralcorp if any of the following occur occurs after the date of this Agreement: (ai) any notice of, or other communication relating to, a material default or Event which, with notice or lapse of time or both, would become a material default under any Agribrands Material Contract; (ii) receipt of any written notice to the receiving party or other communication in writing from any third person party alleging that the consent or approval Consent of such third person party is or may be required in connection with the Transactionstransactions contemplated by this Agreement, other than a Consent disclosed pursuant to Section 4.5 or 4.6 above or not required to be disclosed pursuant to the terms thereof; (biii) receipt of any material notice or other communication from any Governmental AuthorityAuthority (including, but not limited to, the Nasdaq (NYSE or any other securities marketexchange) in connection with the Transactionstransactions contemplated by this Agreement; or (civ) if to the Knowledge of the Company there has occurred, or if Parent obtains knowledge of the occurrence of, as applicable, of an event Event which would or would be reasonably likely to result in the failure of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material have an Agribrands Material Adverse Effect; (v) the commencement or threat of any Litigation involving or affecting Agribrands or any Agribrands Subsidiary, or any of their respective properties or assets, or, to the Company Groupits knowledge, taken any employee, agent, director or officer of Agribrands or any Agribrands Subsidiary, in his or her capacity as such or as a wholefiduciary under a Benefit Plan of Agribrands, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impactedwhich, if applicable)pending on the date hereof, (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise would have been required to be provided) to any Governmental Authority, impacted individual have been disclosed in or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery of any notice by a party pursuant to this Section 6.12 limit Agreement or otherwise affect which relates to the respective rights, obligations, representations, warranties, covenants or agreements consummation of the parties Agribrands Merger, or any material development in connection with any Litigation disclosed by Agribrands in or pursuant to this Agreement or the conditions Agribrands Securities Filings; (vi) the occurrence of any Event that would reasonably be expected to the obligations cause a breach by Agribrands of the parties under any provision of this Agreement, or and (Bvii) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to occurrence of any representation or warranty. Notwithstanding anything Event that, had it occurred prior to the contrary in date of this Agreement without any additional disclosure hereunder, would have constituted a breach by Agribrands of any provision of this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIII.

Notification of Certain Matters. Company shall give prompt notice to ------------------------------- Parent of (i) the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which would be likely to cause (a) any representation or warranty of the Company that is not qualified by materiality contained in Article V of this Agreement to be untrue or inaccurate in any material respect at or prior to the consummation of the Offer or (b) any representation or warranty of the Company that is qualified by materiality contained in Article V of this Agreement to be untrue or inaccurate in any respect at or prior to the consummation of the Offer, and (ii) any failure of the Company to comply with or satisfy in any material respect any covenant, condition, or agreement to be complied with or satisfied by the Company hereunder. Company shall give prompt notice to Parent if there occurs any event which has resulted in or is reasonably likely to result in a Material Adverse Effect on the Company or, subject to the fiduciary duties of the board of directors of the Company, will prevent or result in a third party materially delaying the consummation of the Offer or the Merger. The Company shall provide to Parent copies of all filings made by the Company with any Governmental Entity in connection with this Agreement and the transactions contemplated hereby. Parent shall give prompt notice to Company of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause (a) any representation or warranty of Parent or Newco that is not qualified by materiality contained in Article IV of this Agreement to be untrue or inaccurate in any material respect at or prior to the consummation of the Offer or (b) any representation or warranty of the Parent or Newco that is qualified by materiality contained in Article IV of this Agreement to be untrue or inaccurate in any respect at or prior to the consummation of the Offer and (ii) any failure of Parent to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by Parent hereunder. Parent shall each give prompt notice to the other party Company if there occurs any of the following occur after the date of this Agreement: (a) receipt of any written notice to the receiving party from any third person alleging that the consent or approval of such third person is or may be required in connection with the Transactions; (b) receipt of any notice or other communication from any Governmental Authority, the Nasdaq (or any other securities market) in connection with the Transactions; or (c) if to the Knowledge of the Company there has occurred, or if Parent obtains knowledge of the occurrence of, as applicable, an event which would has resulted in or would be is reasonably likely to result in a Material Adverse Effect on Parent or will prevent or result in a third party materially delaying the failure consummation of any condition set forth in Article VII the Offer or the Merger. The Company shall provide to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), Parent copies of all filings made by the Company with any Governmental Entity in connection with this Agreement and the transactions contemplated hereby. Parent shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material provide to the Company Group, taken as a whole, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide copies of all filings made by Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party Entity in connection with respect to such Data Breachthis Agreement and the transactions contemplated hereby. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the The delivery of any notice by a party pursuant to this Section 6.12 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, (ii) modify the conditions set forth in Articles VIII and IX, or (iii) limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions remedies available hereunder to the obligations of the parties under this Agreement, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any party receiving such notice, in and of itself, shall not give rise to any right to terminate under Article VIII.

Notification of Certain Matters. From and after the date hereof and until the earlier to occur of the Closing or the termination of this Agreement in accordance with Section 8.1, Parent and the Company shall each 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”, “Company Material Adverse Effect” or “Parent Material Adverse Effect” to be untrue or inaccurate in any respect or (ii) any other party if 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 hereof until the Closing or (b) any material failure of Parent and Merger Sub or the Company, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. In addition, from and after the date hereof and until the earlier to occur of the Closing or the termination of this Agreement in accordance with Section 8.1, Parent shall give prompt notice to the Company and the Company shall give prompt notice to Parent, as the case may be, of (x) any change or event having, or which would be reasonably expected to have, a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, or which would be reasonably expected to result in the failure of, or material delay of the satisfaction of, any of the following occur after the date of this Agreement: conditions set forth in Section 7.1, Section 7.2 or Section 7.3 or (ay) receipt of any written notice to the receiving party or other written communication from any third person Governmental Entity in connection with this Agreement, the Related Agreements, the Merger or the other transactions contemplated hereby or thereby, or from any Person alleging that the consent or approval of such third person Person is or may be required in connection with the Transactions; (b) receipt of any notice Merger or the other communication from any Governmental Authoritytransactions contemplated hereby. Notwithstanding the above, the Nasdaq (or any other securities market) in connection with the Transactions; or (c) if to the Knowledge of the Company there has occurred, or if Parent obtains knowledge of the occurrence of, as applicable, an event which would or would be reasonably likely to result in the failure of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Group, taken as a whole, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery of any notice by a party pursuant to this Section 6.12 6.3 will not limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties Parties, the remedies available hereunder to the Party receiving such notice or the conditions to such Party’s obligation to consummate the obligations Merger. This Section 6.3 shall not constitute a covenant, agreement or obligation of the parties under this Agreement, Company for purposes of Section 8.1(d)(i) or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIIISection 7.2(b).

Notification of Certain Matters. If Parent (or its Affiliates) or the Company receives an administrative or other order or notification relating to any violation or claimed violation of the rules and regulations of the FCC, or of any Governmental Entity, that could affect Parent's, Sub's or the Company's ability to consummate the transactions contemplated hereby, or should Parent (or its Affiliates) or the Company become aware of any fact (including any change in law or regulations (or any interpretation thereof by the FCC)) relating to the qualifications of Parent (and its controlling Persons) that reasonably could be expected to cause the FCC to withhold its consent to the transfer of control of the FCC Licenses contemplated hereunder, Parent or the Company, as the case may be, shall promptly notify the other party thereof and the Company shall each use all reasonable efforts to take such steps as may be necessary, to remove any such impediment of the Company to consummate the transactions contemplated by this Agreement. In addition, Parent or the Company, as the case may be, shall give prompt notice to the other party if prompt written notice of (i) the occurrence, or failure to occur, of any event of which it becomes aware that has caused or that would be likely to cause any representation or warranty of Parent and Sub or the following occur after Company, as the case may be, contained in this Agreement to be untrue or inaccurate at any time from the date of this Agreement: (a) receipt of any written notice hereof to the receiving party from any third person alleging that the consent or approval of such third person is or may be required in connection with the Transactions; Closing Date, and (bii) receipt of any notice or other communication from any Governmental Authority, the Nasdaq (or any other securities market) in connection with the Transactions; or (c) if to the Knowledge of the Company there has occurred, or if Parent obtains knowledge of the occurrence of, as applicable, an event which would or would be reasonably likely to result in the failure of Parent and Sub or the Company, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition set forth in Article VII or agreement to be satisfiedcomplied with or satisfied by it hereunder. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company No such notification shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Group, taken as a whole, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery of any notice by a party pursuant to this Section 6.12 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants representations or agreements warranties of the parties or the conditions to the their respective obligations of the parties under this Agreement, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIIIhereunder.

Notification of Certain Matters. The Company shall give prompt notice to Parent and the Company Purchaser and Parent and Purchaser shall each give prompt notice to the other party Company, of (i) the occurrence or non-occurrence of any event whose occurrence or non-occurrence, as the case may be, would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate as if made as of any time prior to the Effective Time, such that the conditions set forth in paragraph (iii) of Annex I would not be satisfied or that would give rise to a right of termination set forth in Section 8.1(b), as the case may be, and (ii) any failure of the following occur after Company, Purchaser or Parent, as the date of this Agreement: (a) receipt case may be, or any Representative thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any written notice pursuant to this Section 6.1 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice or the representations or warranties of the parties, or the conditions to the obligations of the parties hereto. Furthermore, the Company shall give prompt notice to Parent and Purchaser, and Parent and Purchaser shall give prompt notice to the receiving Company, of (and in each case promptly furnish copies to the other party of) (i) any notice or other communication received by such party from any third person Governmental Entity in connection with this Agreement, the Offer, the Merger or the other Transactions, or from any Person alleging that the consent or approval of such third person Person is or may be required in connection with the Transactions; (b) receipt of any notice or other communication from any Governmental AuthorityOffer, the Nasdaq (Merger or any the other securities market) in connection with the Transactions; or (c) if to the Knowledge of the Company there has occurred, or if Parent obtains knowledge of the occurrence of, as applicable, an event which would or would be reasonably likely to result in the failure of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Informationother than, in the possession case of copies, the portions of such notices or control of the Company or any Company Subsidiary communications that would (i) reasonably be expected to be material include confidential information not directly related to the Company GroupTransactions, taken as a whole, or and (ii) require any notification actions, suits, claims, investigations or proceedings commenced or, to be given such party’s knowledge, threatened against, relating to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated involving or otherwise required affecting such party which relate to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery of any notice by a party pursuant to this Section 6.12 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such noticeOffer, in and of itself, shall not give rise to any right to terminate under Article VIIIthe Merger or the other Transactions.

Notification of Certain Matters. Parent and the Company Belden shall each give prompt notice to CDT, and CDT shall give prompt notice to Belden, of (a) the occurrence, or failure to occur, of any event, which occurrence or failure to occur would reasonably be likely to cause (i) any representation or warranty of such party contained in this Agreement that is qualified as to "materiality" or "Material Adverse Effect" to be untrue or inaccurate in any respect or (ii) any other representation or warranty of such party if contained in this Agreement to be untrue or inaccurate in any of the following occur material respect, in each case at any time from and after the date of this Agreement: (a) receipt of any written notice to Agreement until the receiving party from any third person alleging that the consent or approval of such third person is or may be required in connection with the Transactions; Effective Time, (b) receipt any material failure of Belden and the Merger Sub or CDT, as the case may be, or of any notice officer, director, employee or other communication from agent thereof, to comply with or satisfy any Governmental Authoritycovenant, the Nasdaq (condition or any other securities market) in connection agreement to be complied with the Transactions; or satisfied by it under this Agreement, (c) if any event occurring on or after the date hereof that would have been required to be disclosed pursuant to Article III or IV had such event occurred prior to the Knowledge execution hereof, or (d) any change in circumstances regarding CDT or Belden, as the case may be, that comes to the attention of any person included in the definition of the Company there has occurredterm "Knowledge," that would require disclosure regarding controls and procedures in such party's periodic reports filed under the Exchange Act that is materially more negative than that included in such party's most recently filed periodic report. In addition, Belden shall give prompt notice to CDT and CDT shall give prompt notice to Belden of any change or event having, or if Parent obtains knowledge of the occurrence of, as applicable, an event which would reasonably be likely to have, a Material Adverse Effect on such party or which would be reasonably likely to result in the failure of any condition of the conditions set forth in Article VII to be satisfied. Without limiting Each of the foregoing, unless prohibited under any Privacy Obligations, and in each case subject parties shall give prompt written notice to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware other party of any unauthorized access or use of material correction to any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company CDT SEC Documents or any Company Subsidiary that would (i) reasonably be expected to be material to the Company GroupBelden SEC Documents, taken as a wholethe case may be, or (ii) require any notification to be given to any Person under any Privacy Obligationfrom and after the date hereof. Notwithstanding the above, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery of any notice by a party pursuant to this Section 6.12 6.15 will not limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of remedies available hereunder to the parties party receiving such notice or the conditions to such party's obligation to consummate the obligations of the parties under this Agreement, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIIIMerger.

Notification of Certain Matters. Parent and From the date hereof through the earlier of the Closing or the termination of this Agreement, (a) the Company shall each give prompt notice to the other party if any Buyer of (i) the following occur after the date of this Agreement: (a) receipt occurrence, or failure to occur, of any written notice event which occurrence or failure would be likely to the receiving party from cause any third person alleging that the consent representation or approval of such third person is or may be required in connection with the Transactions; (b) receipt of any notice or other communication from any Governmental Authority, the Nasdaq (or any other securities market) in connection with the Transactions; or (c) if to the Knowledge of warranty made by the Company there has occurredcontained in this Agreement or in any Exhibit, Annex or Schedule hereto to be untrue or inaccurate in any material respect, or if Parent obtains knowledge of the occurrence of, as applicable, an event which would that has or would be reasonably likely to result in have a Material Adverse Effect on the failure Company and including, without limitation, any material acquisition or disposition of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligationsassets, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in (ii) any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control failure of the Company or any of its Affiliates, or of any of their respective shareholders or representatives, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it in any material respect under this Agreement or any Exhibit, Annex or Schedule hereto, and (b) the Buyer shall give prompt notice to the Company Subsidiary that would of (i) the occurrence, or failure to occur, of any event which occurrence or failure would be likely to cause any representation or warranty of the Buyer contained in this Agreement or in any Annex or Schedule hereto to be untrue or inaccurate in any material respect, and (ii) any failure of the Buyer, or any of its Affiliates, or of any of its shareholders or representatives, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it in any material respect under this Agreement or any Annex or Schedule hereto. The foregoing notwithstanding any such disclosure by either party shall not be deemed to cure any breach of a representation, warranty, covenant or agreement or to satisfy any condition. The Company shall promptly notify the Buyer of the commencement of any Action, or any development that occurs before the Closing that could reasonably be expected to be material to have a Material Adverse Effect on the Company. The Buyer shall promptly notify the Company Group, taken as a wholeof the commencement of any Action, or (ii) require any notification development that occurs before the Closing that could reasonably be anticipated in any way to be given to any Person under any Privacy Obligation, and provide Parent with have a Material Adverse Effect on the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to ParentBuyer. In no event shall (A) the delivery of any notice by a party delivered pursuant to this Section 6.12 limit or otherwise affect the respective rights6.06 by itself, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to admission that the any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIIIwarranty is or will become false or that a Material Adverse Effect has occurred or will occur.

Notification of Certain Matters. Parent and Subject to applicable Law, the Company shall each give prompt written notice to Merger Sub and Parent, and Merger Sub and Parent shall give prompt written notice to the other party Company of (a) the occurrence or non-occurrence of any event whose occurrence or non-occurrence would reasonably be expected to cause either (i) any representation or warranty contained in this Agreement to be untrue or inaccurate at any time from the date of this Agreement to the Effective Time if such untruth or inaccuracy could reasonably be expected to cause the conditions set forth in Section 7.2(a) or Section 7.3(a) not to be satisfied or (ii) any condition to the Merger to be unsatisfied at the Effective Time, (b) any material failure of the following occur after Company, Merger Sub or Parent, as the case may be, or any officer, director, employee, agent or representative of the Company, Merger Sub or Parent as applicable, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement and (c) any notice or communication from any Governmental Entity in connection with the Merger; provided, however, that the delivery of any notice pursuant to this Section 6.4 shall not limit or otherwise affect the remedies available under this Agreement to the party receiving such notice. As of the date of this Agreement: , none of Parent’s or Merger Sub's executive officers (aas defined in Rule 3b-7 of the Exchange Act) receipt has actual knowledge of any written notice to the receiving party from any third person alleging that the consent or approval of such third person is or may be required in connection with the Transactions; (b) receipt of any notice or other communication from any Governmental Authority, the Nasdaq (or any other securities market) in connection with the Transactions; or (c) if to the Knowledge breach of the Company there has occurred, or if Parent obtains knowledge of the occurrence of, as applicable, an event which Company’s representations and warranties that would or would be reasonably likely give rise to result in the failure of any the condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, Section 7.2(a) and in each case subject to Section 6.02(a), Parent and/or Merger Sub shall notify the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming if either of them becomes aware of any unauthorized access or use of such breach; provided, however, that the foregoing shall not apply to any sensitive or confidential informationbreach, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Group, taken as a wholealleged breach, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken possible breach by the Company of Section 3.4(b) nor create in Parent or Merger Sub an obligation to investigate, remediate, mitigate and contain such Data Breach and (C) inform the Company of any notifications provided (knowledge or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party imputed knowledge with respect to such Data Breach. Subject toa breach, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery of any notice by a party pursuant to this Section 6.12 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreementalleged breach, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such notice, in and possible breach of itself, shall not give rise to any right to terminate under Article VIIISection 3.4(b).

Notification of Certain Matters. Parent and (a) Prior to the Company Closing, each Party shall each give prompt notice to the other party if Parties of: (i) any Proceeding commenced or threatened in writing wherein an unfavorable Decree would (A) prevent consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following occur after the date of consummation, or would have been required to have been disclosed pursuant to Section 5.18; (ii) any failure by such Party to comply with or satisfy, in any material respect, any covenant, agreement or condition to Closing to be complied with or satisfied by it under this Agreement: ; (aiii) receipt any information, development or state of affairs that arises or of which it becomes aware which would cause or result in a breach of any written of the representations and warranties of such Party set forth in this Agreement; (iv) any notice to the receiving party or other communications from any third person Governmental Authority in connection with the transactions contemplated by this Agreement; (v) any notice or other communication from any Person alleging that the consent or approval of such third person Person is or may be required in connection with the Transactionstransactions contemplated by this Agreement; and (bvi) receipt of any notice fact, circumstance, event or other communication from any Governmental Authorityaction, the Nasdaq existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any other securities market) in connection with representation or warranty made by the Transactions; Holding Company hereunder not being true and correct or (cC) if to the Knowledge of the Company there has occurredresulted in, or if Parent obtains knowledge of the occurrence of, as applicable, an event which would or would could reasonably be reasonably likely expected to result in in, the failure of any condition of the conditions set forth in Article VII Sections 7.1 or 7.2 to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a)Furthermore, the Holding Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access will supplement or use of any sensitive or confidential information, including Personally Identifiable Information, in amend the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Group, taken as a whole, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information Disclosure Schedule with respect to any such Data Breach reported to Parent. In no event shall (A) matter arising or discovered after the delivery date of any notice by a party pursuant to this Section 6.12 limit Agreement which, if existing or otherwise affect occurring at the respective rights, obligations, representations, warranties, covenants or agreements date of the parties or the conditions to the obligations of the parties under this Agreement, would have been required to be set forth or (B) disclosure described in the Disclosure Schedule, other than matters contemplated to occur by this Agreement or that arise in the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such notice, in and Ordinary Course of itself, shall not give rise to any right to terminate under Article VIIIBusiness.

Notification of Certain Matters. Parent Between the date hereof and the Company shall Closing, each party to this Agreement will give prompt notice in writing to the other parties hereto of: (i) any information that indicates that any representation and warranty of such party if any contained herein was not true and correct as of the following occur after date hereof or will not be true and correct as of the date of this Agreement: Closing, (aii) receipt the occurrence of any written event which could result in the failure to satisfy a condition specified in Article 6 or Article 7 hereof, as applicable, (iii) any notice to the receiving party or other communication from any third person alleging that the consent or approval of such third person is or may be required in connection with the Transactions; transactions contemplated by this Agreement, and (biv) receipt in the case of the Stockholder and the Companies, any notice of, or other communication relating to, any default or event which, with notice or lapse of time or both, would become a default under any Company Agreement. The Stockholder shall (x) promptly advise UAG of any event that has, or could in the future have, a Material Adverse Effect (y) confer on a regular basis with one or more designated representatives of UAG to report operational matters and to report the general status of ongoing operations, and (z) notify UAG of any emergency or other change in the normal course of business or in the operation of the properties of the Companies and of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated) or adjudicatory proceedings involving the Company or any of their assets or operations, and will keep UAG fully informed of such events and permit UAG's representatives access to all materials prepared in connection therewith. The Stockholder shall give prompt notice to UAG of any notice or other communication from any Governmental Authoritythird person asserting any right, the Nasdaq (title or interest in any other securities market) in connection with the Transactions; or (c) if to the Knowledge of the Company there has occurredShares held by the Stockholder (including, without limitation, any threat to commence, or if Parent obtains knowledge notice of the occurrence of, as applicable, an event which would or would be reasonably likely to result in the failure commencement of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Group, taken as a whole, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual action or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information proceeding with respect to any such Data Breach reported to Parent. In no event shall (Aof the Shares) or the delivery occurrence of any notice by a party pursuant other event of which the Stockholder has knowledge which could result in any failure to this Section 6.12 limit or otherwise affect consummate the respective rights, obligations, representations, warranties, covenants or agreements sale of the parties or the conditions to the obligations of the parties under this Agreement, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIIIShares as contemplated hereby.

Notification of Certain Matters. Parent Purchaser, on the one hand, and Seller on the Company other hand, shall use their respective commercially reasonable efforts to promptly notify each give prompt notice other of, to the other party if any of the following extent they occur after the date of this Agreement: Agreement (ai) receipt any Material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement notified to the Seller or Purchasers or, to the Knowledge of Seller or the Knowledge of Purchaser, threatened, against the Seller, the Target Companies or Purchaser, as the case may be; (ii) the 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) any written notice to the receiving party from any third person Person alleging that the consent or approval of such third person Person is or may be required in connection with the Transactions; (b) receipt of any notice or other communication from any Governmental Authority, the Nasdaq (or any other securities market) in connection with the Transactionstransactions contemplated by this Agreement; or (civ) if the occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which has a Material Adverse Effect or the occurrence of any event, circumstance, development, state of facts, change or effect which could reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect. From time to time prior to the Knowledge Closing, Seller shall have the right to supplement or amend the Seller Disclosure Letter hereto with respect to any matter hereafter arising or of which it becomes aware (in this last case when the respective representation is qualified by “Knowledge”) after the date hereof, including under the Coordination Agreement, the Closing Restructure, the CREA Transfer and/or any capitalizations that may be undertaken by Seller between this date and Closing (each a “Schedule Supplement”), and each such Schedule Supplement shall be deemed to be incorporated into and to supplement and amend the Seller Disclosure Letter as of the Company there has occurredClosing Date; provided, however, that, except as indicated in the Coordination Agreement the Closing Restructure, the CREA Transfer and/or any capitalizations that may be undertaken by Seller between this date and Closing, in the event such event, development or occurrence which is the subject of the Schedule Supplement constitutes or relates to something that is outside the Ordinary Course of Business and results, individually or in the aggregate, or if Parent obtains knowledge of could reasonably be expected to, individually or in the occurrence ofaggregate, as applicable, an event which would or would be reasonably likely to result in a Material Adverse Effect, then Purchaser shall have the right to terminate this Agreement for failure of any to satisfy the closing condition set forth in Article VII VI; provided, further, that if Purchaser do not elect to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event terminate this Agreement within seventy-two (72) hours, upon becoming aware 15 Business Days of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Group, taken as a whole, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope its receipt of such Data Breach (including the types of Personally Identifiable Information and number of individuals impactedSchedule Supplement, if applicable), (B) a summary of efforts taken or anticipated then Purchaser shall be deemed to be taken by the Company have irrevocably waived any right to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party terminate this Agreement with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates matter under any of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery of any notice by a party pursuant to this Section 6.12 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary set forth in this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIIIVI.

Notification of Certain Matters. Parent and the The Company shall each give prompt written notice to the other party if any of the following occur after the date of this Agreement: (a) receipt of any Holdings, and Holdings shall give prompt written notice to the receiving Company, upon obtaining knowledge of (i) any notice or other communication received by such party from any third Governmental Entity in connection with this Agreement, the Merger or the transactions contemplated hereby, or from any person alleging that the consent or approval of such third person is or may be required in connection with the Transactions; Merger or the transactions contemplated hereby, (bii) receipt any Actions commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of any notice or other communication from any Governmental Authorityits subsidiaries which relate to this Agreement, the Nasdaq Merger or the transactions contemplated hereby, and (iii) any fact, event or any other securities marketcircumstance known to it that (a) in connection with the Transactions; or (c) if to the Knowledge case of the Company there Company, individually or taken together with all other facts, events and circumstances known to it, has occurredhad, or if Parent obtains knowledge of the occurrence of, as applicable, an event which would or would be reasonably likely to result in the failure of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to have, individually or in the Company Groupaggregate, taken as a wholeMaterial Adverse Effect, (b) would cause or constitute, or (ii) require would reasonably be expected to cause or constitute, a breach in any notification to be given to material respect of any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery of any notice by a party pursuant to this Section 6.12 limit or otherwise affect the respective rights, obligations, person's representations, warranties, covenants or agreements contained herein, (c) would cause, or would reasonably be expected to cause, the failure of any condition precedent to Holdings’ or the Company’s obligations under this Agreement or (d) would reasonably be expected to prevent, materially delay or materially impede the consummation of the parties transactions contemplated hereby; provided, however, that (x) the delivery of any notice pursuant to this Section 6.12 shall not limit or otherwise affect any remedies available to Holdings or the Company, as applicable, or prevent or cure any misrepresentations, breach of warranty or breach of covenant or the conditions to the obligations of the parties under this Agreement, or and (By) disclosure by the Company or Parent Holdings shall not be deemed to amend or supplement the Company Disclosure Schedule or the Holdings Disclosure Schedule, as applicable, or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such notice, in and of itself, This Section 6.12 shall not give rise to any right to terminate under Article VIIIconstitute a covenant or agreement for purposes of Section 7.2(b) or Section 7.3(b).

Notification of Certain Matters. Parent and Fusion shall, upon obtaining knowledge of any of the Company shall each following, give prompt notice to Parent and the other party if Merger Subsidiary, and Parent and the Merger Subsidiary shall, upon obtaining knowledge of any of the following occur after following, give prompt notice to Fusion, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in 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 Fusion, Parent or the Merger Subsidiary, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any party to the effect of the transactions contemplated hereby not to be satisfied, (iv) 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, results of operations or prospects of it and its subsidiaries taken as a whole to which it or any of its subsidiaries is a party or is subject, (v) any notice or other communication from any Governmental Entity in connection with the Merger, (vi) any actions, suits, claims, investigations or other proceedings (or communications indicating that the same may be contemplated) commenced or threatened against Fusion or any of its subsidiaries which, if pending on the date of this Agreement: (a) receipt of any written notice , would have been required to have been disclosed pursuant to Section 3.12 or which relate to the receiving party consummation of the Merger, (vii) any notice or other communication from any third person party alleging that the consent or approval of such third person party is or may be required in connection with the Transactions; (b) receipt of any notice or other communication from any Governmental Authoritytransactions contemplated by this Agreement, the Nasdaq (or any other securities market) in connection with the Transactions; or (cviii) if to the Knowledge any Material Adverse Effect in their respective financial condition, properties, businesses, results of the Company there has occurred, operations or if Parent obtains knowledge of the occurrence of, as applicable, an event which would or would be reasonably likely to result in the failure of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Groupprospects, taken as a whole; provided, or (ii) require any notification to be given to any Person under any Privacy Obligationhowever, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) that the delivery of any notice by a party pursuant to this Section 6.12 6.13 shall not cure such breach or non-compliance or limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions remedies available hereunder to the obligations of the parties under this Agreement, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any party receiving such notice, in and of itself, shall not give rise to any right to terminate under Article VIII.

Notification of Certain Matters. Parent Between the date hereof and the Company shall Closing, each party to this Agreement will give prompt notice in writing to the other parties hereto of: (i) any information that indicates that any representation or warranty of such party if any contained herein was not true and correct as of the following occur after date hereof, (ii) the date of this Agreement: (a) receipt occurrence of any written event which could result in the failure to satisfy a condition specified in Article 6 or Article 7 hereof, as applicable, (iii) any notice to the receiving party or other communication from any third person alleging that the consent or approval of such third person is or may be required in connection with the Transactions; transactions contemplated by this Agreement, and (biv) receipt in the case of the Stockholders and the Companies, any notice of, or other communication relating to, any default or event which, with notice or lapse of time or both, would become a default under any material Company Agreement. Each of X. Xxxxx, X. Xxxxx, X. Xxxxx and Xxxxxxxx shall (x) promptly advise UAG of any event of which he has knowledge that has, or could reasonably be expected to have, a Material Adverse Effect, (y) confer on a regular basis with one or more designated representatives of UAG to report operational matters and to report the general status of ongoing operations, and (z) notify UAG of any emergency or other change in the normal course of business or in the operation of the properties of the Companies and of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated) or adjudicatory proceedings involving the Companies or any of their assets or operations, and will keep UAG fully informed of such events and permit UAG's representatives access to all materials prepared in connection therewith. Each Stockholder shall give prompt notice to UAG of any notice or other communication from any Governmental Authoritythird person asserting any right, the Nasdaq (title or interest in any other securities market) in connection with the Transactions; or (c) if to the Knowledge of the Company there has occurredShares held by the Stockholder (including, without limitation, any threat to commence, or if Parent obtains knowledge notice of the occurrence of, as applicable, an event which would or would be reasonably likely to result in the failure commencement of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Group, taken as a whole, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual action or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information proceeding with respect to any of such Data Breach reported to Parent. In no event shall (AShares) or the delivery occurrence of any notice by a party pursuant other event of which the Stockholder has knowledge which could result in any failure to this Section 6.12 limit or otherwise affect consummate the respective rights, obligations, representations, warranties, covenants or agreements sale of the parties or the conditions to the obligations of the parties under this Agreement, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIIIStockholder's Shares as contemplated hereby.

Notification of Certain Matters. Parent and During the Company Interim Period, (x) each Party shall each give prompt notice to the other party Parties if such Party or its Affiliates, and (y) the Company shall give prompt notice to the Purchaser if, to the Company’s Knowledge, any of the following occur after the date of this AgreementTarget or its Affiliates: (a) receipt of fails to comply with or satisfy any written covenant, condition or agreement to be complied with or satisfied by it or its Affiliates hereunder, under the Cerevast Acquisition Agreement, under the Aegeria Acquisition Agreement, or under the Novokera Acquisition Agreement, in any material respect; (b) receives any notice to the receiving party or other communication in writing from any third person party (including any Governmental Authority) alleging (i) that the consent or approval Consent of such third person party is or may be required in connection with the Transactionstransactions contemplated by this Agreement or the transactions contemplated by the Cerevast Acquisition Agreement, the Aegeria Acquisition Agreement, or the Novokera Acquisition Agreement, or (ii) any non-compliance with any Law by such Person or its Affiliates; (bc) receipt of receives any notice or other communication from any Governmental Authority, the Nasdaq (or any other securities market) Authority in connection with the Transactions; transactions contemplated by this Agreement or (c) if to the Knowledge of transactions contemplated by the Company there has occurredCerevast Acquisition Agreement, the Aegeria Acquisition Agreement, or if Parent obtains knowledge the Novokera Acquisition Agreement; (d) discovers any fact or circumstance that, or becomes aware of the occurrence of, as applicable, an event which would or would be reasonably likely to result in the failure non-occurrence of any condition set forth in Article VII to be satisfied. Without limiting event the foregoingoccurrence or non-occurrence of which, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Group, taken as a whole, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery of any notice by a party pursuant to this Section 6.12 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to make any representation or warranty. Notwithstanding anything to the contrary warranty contained in this Agreement, the failure Cerevast Acquisition Agreement, the Aegeria Acquisition Agreement, or the Novokera Acquisition Agreement false or untrue, would constitute a breach of any covenant or agreement contained in this Agreement, the Cerevast Acquisition Agreement, the Aegeria Acquisition Agreement, or the Novokera Acquisition Agreement, or would reasonably be expected to deliver cause or result in any such noticeof the conditions to the Closing set forth in this Agreement, the Cerevast Acquisition Agreement, the Aegeria Acquisition Agreement, or the Novokera Acquisition Agreement not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in and writing, of itselfany Action against such Person or any of its Affiliates, or any of their respective properties or assets, or, to the actual knowledge of such Person, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Person or of its Affiliates with respect to the consummation of the transactions contemplated by this Agreement, or the transactions contemplated by the Cerevast Acquisition Agreement, the Aegeria Acquisition Agreement, or the Novokera Acquisition Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not give rise any of the conditions to the Closing have been satisfied or in determining whether or not any right to terminate under Article VIII.of the representations, warranties or covenants contained in this Agreement, the Cerevast Acquisition Agreement, the Aegeria Acquisition Agreement, and/or the Novokera Acquisition Agreement have been breached. 69

Notification of Certain Matters. The Company and Parent and the Company shall each use reasonable efforts to give prompt notice to Parent and the other party if any of Company, as the following occur after the date of this Agreement: (a) receipt of any written notice to the receiving party from any third person alleging that the consent or approval of such third person is or case may be required in connection with the Transactions; (b) receipt of any notice or other communication from any Governmental Authoritybe, the Nasdaq (or any other securities market) in connection with the Transactions; or (c) if to the Knowledge of the Company there has occurred, or if Parent obtains knowledge of the occurrence of, as applicable, an event which would or would be reasonably likely to result in the failure non-occurrence of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a)material event, the Company shall notify Parent in writing promptly, and in any event within seventyoccurrence or non-two (72) hours, upon becoming aware occurrence of which causes a breach of any unauthorized access representation or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control warranty of the Company or any Company Subsidiary Parent, as the case may be, contained in this Agreement; provided, however, that would (i) reasonably be expected to be material to the Company Group, taken as a whole, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery of any notice by a party pursuant to this Section 6.12 5.8 shall not (a) limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions any remedies available to the obligations party receiving such notice or (b) constitute an acknowledgment or admission of the parties under a breach of this Agreement, or (B) . No disclosure by the Company or Parent pursuant to this Section 5.8, however, shall be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception prevent or cure any misrepresentations, breach of warranty or breach of covenant. Additional Documents and Further Assurances. Each party hereto, at the request of another party hereto, shall execute and deliver such other instruments and do and perform such other reasonable acts and things as may be necessary or desirable for effecting completely the consummation of the Merger and the transactions contemplated hereby. Registration Statement on Form S-3. Parent shall use its best efforts to any representation or warranty. Notwithstanding anything prepare and file with the SEC within forty-five (45) days of Closing, and shall use its reasonable diligent efforts to cause to become effective as soon as practicable thereafter, a Registration Statement on Form S-3 with the SEC covering the resale of the shares of Parent Common Stock issued to holders of Company Preferred Stock, Bridge Notes and beneficiaries of the Amendment to the contrary Management Plan pursuant to the Merger. Any such registration shall be subject to the terms and conditions set forth in this Agreement, the failure to deliver any such notice, in and Declaration of itself, shall not give rise to any right to terminate under Article VIII.Registration Rights attached hereto as Exhibit D.

Notification of Certain Matters. Parent Between the date hereof and the ------------------------------- Closing, the Company shall each will give prompt notice in writing to the other party if Buyer of: (i) any information that indicates that any representation and warranty contained herein was not true and correct as of the following occur after date hereof or at any time subsequent hereto based on the date state of this Agreement: facts then existing, (aii) receipt the occurrence of any written event which will result, or has a reasonable prospect of resulting, in the failure to satisfy a condition specified in Article X hereof, (iii) any notice to the receiving party or other communication from any third person alleging that the consent or approval of such third person is or may be required in connection with the Transactions; transactions contemplated by this Agreement, and (biv) receipt any notice of, or other communication relating to, any default or event which, with notice or lapse of time or both, would become a default under any Contract. The Company will (x) promptly advise Buyer of any event that has, or could in the future have, a material adverse effect on the business, operations, assets, condition (financial or otherwise) or prospects of the Company, (y) confer on a regular and frequent basis with one or more designated representatives of Buyer to report operational matters and to report the general status of ongoing operations, and (z) notify Buyer of any emergency or other change in the normal course of business or in the operation of the properties of the Company and of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated) or adjudicatory proceedings involving any property of the Company, and will keep Buyer fully informed of such events and permit Buyer's representatives access to all materials prepared in connection therewith. The Company shall give prompt notice to Buyer of any notice or other communication from any Governmental Authoritythird person asserting any right, title or interest in any of the Nasdaq Assets (including, without limitation, any threat to commence, or notice of the commencement of, any action or other proceeding with respect to the Assets) or the occurrence of any other securities market) in connection with the Transactions; or (c) if to the Knowledge event of the Company there has occurred, or if Parent obtains knowledge of the occurrence of, as applicable, an event which would or would be reasonably likely to result in the failure of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Group, taken as a wholeKeve has knowledge which will result, or (ii) require has a reasonable prospect of resulting, in any notification failure to be given to any Person under any Privacy Obligation, and provide Parent with consummate the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates sale of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery of any notice by a party pursuant to this Section 6.12 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIIIAssets as contemplated hereby.

Notification of Certain Matters. Parent At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the (1) termination of this Agreement pursuant to Article VII and (2) the Effective Time, (A) the Company shall each give prompt notice to Parent and Merger Sub, and Parent and Merger Sub shall give prompt notice to the other party if any Company, of the following occur after the date of this Agreement: (a) receipt of any written notice to the receiving or other communication received by such party from any third person Governmental Entity in connection with this Agreement or the Merger, or from any Person alleging that the consent or approval of such third person Person is or may be required in connection with the Transactions; , if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent and (b) receipt any Transaction Litigation, (B) the Company shall give prompt notice to Parent and Merger Sub of (i) any notice change, condition, circumstance or other communication from event (including any Governmental Authorityrenewal, the Nasdaq (termination, or amendment of, or any other securities marketproposed modification to, any Material Contract) in connection with the Transactions; that results or (c) if to the Knowledge of the Company there has occurred, or if Parent obtains knowledge of the occurrence of, as applicable, an event which would or would could reasonably be reasonably likely expected to result in the failure of Company failing to comply with or satisfy any covenant, condition or agreement (including any condition set forth in Article VII VI); or (ii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event 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 and (C) Parent will give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure by Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be satisfied. Without limiting the foregoingcomplied with or satisfied by it pursuant to this Agreement, unless prohibited under any Privacy Obligations, and in each case subject if and only to Section 6.02(a)the extent that such untruth, the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access inaccuracy or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that failure would (i) reasonably be expected to be material cause any of the conditions to the Company Group, taken as a whole, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope obligations of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (Cconsummate the Merger set forth in Section 6.3(a) any notifications provided (or anticipated or otherwise required Section 6.3(b) to fail to be provided) satisfied at the Closing. No notification under this Section 5.9 will affect or be deemed to modify any Governmental Authorityrepresentation or warranty of Parent, impacted individual Merger Sub or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery of any notice by a party pursuant to set forth in this Section 6.12 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties Agreement or the conditions to the obligations of the parties hereto to consummate the Merger or the remedies available to the parties hereto under this Agreement, or (B) disclosure by . The terms and conditions of the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception Confidentiality Agreement apply to any representation information provided to Parent, Merger Sub or warrantyCompany, as applicable, pursuant to this Section 5.9. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIIISection 5.10.

Notification of Certain Matters. Parent The Company shall, and shall cause each of the Company shall each Subsidiaries to, give prompt notice to the other party if any Parent of the following occur after the date of this Agreement: (a) receipt any event which would reasonably be expected to have a Company Material Adverse Effect; (b) the occurrence or non-occurrence of any written notice event, the occurrence or non-occurrence of which is reasonably likely to cause any representation or warranty of the Company in this Agreement to be untrue or incomplete at or prior to the receiving party Effective Time; (c) any failure of the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (d) any notice or other communication from any third person Governmental Authority in connection with the Transactions; (e) any notice from any Person alleging that the consent or approval of such third person Person is or may be required in connection with the Transactions; and (bf) receipt of any notice or other communication from any Governmental AuthorityAction commenced or, the Nasdaq (or any other securities market) in connection with the Transactions; or (c) if to the Knowledge of the Company there has occurredthreatened against, relating to or if Parent obtains knowledge involving or otherwise affecting the Company’s business or that relates to the consummation of the occurrence ofTransactions. Except as provided in this Section 5.7, as applicable, any such disclosure shall not constitute an event which would or would be reasonably likely exception to result in the failure of any condition representations and warranties set forth in Article VII to be satisfied. Without limiting 2, shall not limit the foregoingrights of Parent under this Agreement for any breach by the Company of such representations and warranties, unless prohibited including, under any Privacy ObligationsArticle 7 and Article 8, and shall not have the effect of satisfying any of the conditions to obligations of Parent set forth in each case subject to Section 6.02(a)Sections 6.1 and 6.2, the Company shall notify Parent in writing promptlyprovided, and in any event within seventy-two that (72a) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of if (1) such disclosure by the Company or any Company Subsidiary that would Subsidiaries is made in order to set forth any matter, fact or item first occurring or arising after the date hereof and (i2) reasonably be expected to be material to Parent has the Company Groupright to, taken as a wholebut does not elect to, terminate this Agreement in accordance with Section 8.1, then from and after the Closing, Parent or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated shall be deemed to be taken by the Company have irrevocably waived its right to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party indemnification under Article 7 with respect to such Data Breach. Subject tomatter; or (b) if such disclosure is made in order to set forth any matter, fact or item first occurring or arising on or prior to the date hereof, then from and in accordance withafter the Closing, Section 6.02(a), Parent shall have the Company shall provide Parent with reasonable periodic updates of the foregoing information right to indemnification pursuant to Article 7 with respect to any such Data Breach reported to Parent. In no event matter, and the applicable representation and warranty (and related Schedule in the Company Disclosure Schedule) shall (A) the delivery be read for purposes of any notice by a party pursuant to this Section 6.12 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement, or (B) Article 7 as if such disclosure had not been made by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this AgreementSubsidiary, the failure to deliver any such noticeas applicable, in and of itself, shall not give rise to any right to terminate under Article VIIIhereunder.

Notification of Certain Matters. Parent From and the Company shall each give prompt notice to the other party if any of the following occur after the date of this Agreement: Agreement until the Effective Time, each party hereto shall promptly notify the other parties hereto of (a) receipt the occurrence, or nonoccurrence, of any written notice event the occurrence, or non-occurrence of which would be likely to the receiving party from cause (i) any third person alleging that the consent representations or approval of such third person is or may be required warranties made in connection with the Transactions; (b) receipt of any notice or other communication from any Governmental Authoritythis Agreement, the Nasdaq (or any other securities market) information furnished in connection with the Transactions; Parent Disclosure Schedule or (c) if to the Knowledge of the Company there has occurredDisclosure Schedule, not to be accurate either at the time such representation or warranty is made, or if Parent obtains knowledge such information is furnished, or at the time of the occurrence of, as applicable, an event which would or would be reasonably likely to result in the failure non-occurrence of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Group, taken as a wholesuch event, or (ii) require any notification condition to the obligations of any party to effect the Merger not to be given satisfied, or (b) the failure of the Company or Parent, as the case may be, to comply with or satisfy any Person under covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would be likely to result in any Privacy Obligation, and provide Parent with the following information in reasonable detail (condition to the extent reasonably available obligations of any party to effect the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated Merger not to be taken by the Company to investigatesatisfied; PROVIDED, remediateHOWEVER, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) that the delivery of any notice by a party pursuant to this Section 6.12 6.06 shall not be deemed to be an amendment of this Agreement or any Section in 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 6.06 shall limit or otherwise affect the respective rightsremedies available hereunder to the party receiving such notice, obligations, representations, warranties, covenants or agreements including the rights of Parent under Section 7.02(a) and those of the parties Company under Section 7.03(a) in the event that a representation or the conditions to the obligations of the parties under this Agreement, or (B) disclosure warranty made by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such notice, in and of itself, herein shall not give rise to any right to terminate under Article VIIIbe true and correct as of the date hereof or as of the date when made (if a different date) and as of the Effective Time.

Notification of Certain Matters. Each of Company and Parent and the Company shall each give prompt immediate notice to the other party parties if any of the following occur occurs after the date of this Agreement: Agreement and prior to the Effective Time (ai) receipt of any written notice to the receiving party of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any Material Contract, (ii) receipt of any notice or other communication in writing from any third person Person alleging that the consent or approval of such third person Person is or may be required in connection with the Transactions; transactions contemplated by this Agreement, (biii) receipt of any notice or other communication from any Governmental Authority, the Nasdaq (or any other securities market) Entity in connection with the Transactions; or transactions contemplated by this Agreement, (civ) if to the Knowledge of the Company there has occurredCompany’s knowledge, or if Parent obtains knowledge of the occurrence of, as applicable, an event which would or would be reasonably likely to result in the failure non-occurrence of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any fact or event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to cause any covenant, condition or agreement hereunder not to be material complied with or satisfied, (v) the commencement or threat of any action involving or affecting Company or any of its properties or assets, (vi) to Company’s knowledge or Parent’s knowledge, the occurrence or non-occurrence of any fact or event that causes or is reasonably likely to cause a breach by Company or Parent of any provision of this Agreement applicable to it, (vii) to Company’s knowledge or Parent’s knowledge, the occurrence of any fact or event of which such party becomes aware that results in the inaccuracy in any representation or warranty of such party in this Agreement, and (viii) to Company’s knowledge or Parent’s knowledge, the occurrence of any event that had it occurred prior to the Company Groupdate of this Agreement without any additional disclosure hereunder, taken as would have constituted a wholeMaterial Adverse Effect of Company; provided, or (ii) require any notification to be given to any Person under any Privacy Obligationhowever, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) that the delivery of any notice by a any party pursuant to this Section 6.12 provision shall not modify any representation or warranty of such party, cure any breaches thereof or limit or otherwise affect the respective rights, obligations, representations, warranties, covenants rights or agreements remedies available hereunder to the other parties and the failure of the parties party receiving such information to take any action with respect to such notice shall not be deemed a waiver of any breach or the conditions breaches to the obligations representations or warranties of the parties under this Agreement, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any party disclosing such notice, in and of itself, shall not give rise to any right to terminate under Article VIIIinformation.

Notification of Certain Matters. Parent and the Company Each Party shall each give prompt notice to promptly provide the other party if any of Party (after they have notice thereof) with written notice of, and keep such other Party advised as to, the following occur after the date of this Agreement: (a) receipt existence of any written notice to the receiving party from any third person alleging that the consent Material Adverse Effect, or approval of such third person is or may be required in connection with the Transactions; (b) receipt of any notice condition, circumstance or other communication from any Governmental Authority, the Nasdaq (or any other securities market) in connection with the Transactions; or (c) if to the Knowledge of the Company there has occurred, or if Parent obtains knowledge of the occurrence of, as applicable, an event which would or would be that is reasonably likely to result in a Material Adverse Effect, and (b) Buyer, on the failure one hand, and Seller, on the other hand, shall promptly provide the other party (after such Person has notice thereof) with written notice of, and keep the other party advised as to any pending or threatened Claim that challenges the transactions contemplated hereby. Each Party shall promptly notify the other Party in writing with respect to any matter hereafter arising or discovered that, if existing or known on the date hereof, would have been required to be set forth or described in the applicable Schedule or Disclosure Letter on the date hereof or would cause the representations and warranties of such Party, made pursuant to this Agreement not to be correct and complete as of the date hereof or the date on which such matter arose or was discovered. Should any such matter require any change to the Disclosure Letter or any Schedule, Seller shall promptly deliver a supplement to the Disclosure Letter specifying such change. To the extent such matter existed as of or before the date hereof and causes or constitutes a breach of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company representations or warranties made hereunder, such notice shall not be deemed to amend or replace any Company Subsidiary that would part of the Disclosure Letter and at the election of the other Party: (i) reasonably the other Party shall be expected entitled to be material continue to hold its rights under this Agreement and seek indemnification from the Company Group, taken as a wholeParty giving notice after the Closing Date in respect of the substance of the matter of the written notice made pursuant to this Section 6.06, or (ii) require any notification be deemed to be given have amended the Schedules or Disclosure Letter, as applicable, to any Person under any Privacy Obligationhave qualified the representations and warranties contained in Section 4 or 5, as applicable, and provide Parent with to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of such development, provided, however, if any such amendment to a Schedule or Disclosure Letter involves a Material Adverse Effect, any resulting breach of a representation or warranty shall not be deemed cured, and the following information in reasonable detail (applicable Party shall continue to hold all its rights under this Agreement resulting from such breach. To the extent such matter did not exist as of or before the date hereof or did not cause or constitute a breach of any of the representations or warranties made hereunder, unless the non-breaching Party has the right to terminate this Agreement by reason of such development and exercises that right, subject to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a)proviso below, the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery of any written notice by a party pursuant to this Section 6.12 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement, or (B) disclosure by the Company or Parent 6.06 shall be deemed to amend or supplement have amended the Company Disclosure Schedule or constitute an exception Disclosure Letter, as applicable, to have qualified the representations and warranties contained in Section 4 or 5, as applicable, and to have cured any representation misrepresentation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any breach of warranty that otherwise might have existed hereunder by reason of such notice, in and of itself, shall not give rise to any right to terminate under Article VIIIdevelopment.

Notification of Certain Matters. Parent and the The Company shall each give prompt notice to the other party if any of the following occur after the date of this Agreement: (a) receipt of any written notice to the receiving party Parent of (i) the occurrence of any change, condition or event, the occurrence of which would cause the condition set forth Section 6.3(a) to not be satisfied if such change, condition or event occurred immediately prior to the Closing, (ii) the occurrence of any change, condition or event that has had or is reasonably likely to have a Material Adverse Effect, (iii) any failure of the Company or any of its Subsidiaries to perform any obligation or agreement or comply with any covenant or condition required by this Agreement or any Ancillary Agreement to which the Company is a party, which such failure would cause the condition set forth in Section 6.3(b) to not be satisfied if such failure occurred immediately prior to the Closing, (iv) any notice or other communication from any third person Person alleging that the consent or approval of such third person Person is or may be required in connection with the Transactions; consummation of the transactions contemplated by this Agreement or the Ancillary Agreements, or (bv) receipt of any notice or other communication from any Governmental AuthorityAction pending or, to the Nasdaq (Company’s knowledge, threatened against the Company or any other securities market) in connection with the Transactions; or (c) if of its Subsidiaries relating to the Knowledge of transactions contemplated by this Agreement or the Company there has occurredAncillary Agreements; provided however, or if Parent obtains knowledge of that the occurrence of, as applicable, an event which would or would Company’s unintentional failure to give notice under this Section 5.6 shall not be reasonably likely to result in the failure of any condition set forth in Article VII deemed to be satisfieda breach of covenant under this Section 5.6. Without limiting From time to time prior to the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a)Closing, the Company shall notify Parent in writing promptly, and in any event within seventy-two have the right (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in but not the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Group, taken as a whole, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be providedobligation) to any Governmental Authority, impacted individual supplement or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), amend the Company shall provide Parent with reasonable periodic updates of the foregoing information Disclosure Schedules hereto with respect to any matter hereafter arising or of which it becomes aware after the date hereof (each, a “Schedule Supplement”). Any disclosure in any such Data Breach reported to Parent. In no event Schedule Supplement shall (A) the delivery of any notice by a party pursuant to this Section 6.12 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement, or (B) disclosure by the Company or Parent not be deemed to amend have cured any inaccuracy in or supplement the Company Disclosure Schedule or constitute an exception to breach of any representation or warranty. Notwithstanding anything to the contrary warranty contained in this Agreement, including for purposes of the failure to deliver any such notice, indemnification or termination rights contained in and this Agreement or of itself, shall determining whether or not give rise to any right to terminate under Article VIIIthe conditions set forth in Section 6.3(a) have been satisfied.

Notification of Certain Matters. Parent and the The Company shall each give prompt notice to Parent and Merger Sub in writing (and shall subsequently keep Parent and Merger Sub informed on a current basis of any developments related to such notice) of: (i) any representation or warranty made by the other party if Company contained in this Agreement becoming untrue or inaccurate such that the conditions set forth in clause (iii)(c) of Annex A would not be satisfied or (x) any failure of the following occur after Company to comply with any covenant or agreement to be complied with by it under this Agreement such that the date conditions set forth in clause (iii)(d) of this Agreement: Annex A would not be satisfied; (aii) receipt the occurrence or existence of any Effect that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect and (iii) any written notice to or other written communication received by the receiving party Company or any Company Subsidiary from any third person alleging that the consent consent, approval, permission of or approval of waiver from such third person party is or may be required in connection with the Transactions; . Parent shall give prompt notice to the Company in writing (b) receipt and shall subsequently keep the Company informed on a current basis of any developments related to such notice) of any representation or warranty made by Parent or Merger Sub contained in this Agreement becoming untrue or inaccurate, or any failure of Parent or Merger Sub to comply with any covenant or agreement to be complied with by it under this Agreement, in each case, such that the failure to so comply or the becoming untrue or incorrect would reasonably be expected to prevent or materially delay consummation of the Transactions or otherwise prevent Parent or Merger Sub from performing their material obligations under this Agreement or of any written notice or other written communication received by Parent or Merger Sub from any Governmental Authorityperson alleging that the consent, the Nasdaq (approval, permission of or any other securities market) waiver from such party is required in connection with the Transactions; or (c) if . For clarity, unintentional failure to the Knowledge of the Company there has occurred, or if Parent obtains knowledge of the occurrence of, as applicable, an event which would or would be reasonably likely to result in the failure of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited give notice under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Group, taken as a whole, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery of any notice by a party pursuant to this Section 6.12 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement, or (B) disclosure by the Company or Parent 6.6 shall not be deemed to amend be a breach of covenant under this Section 6.6 and shall constitute only a breach of the underlying representation, warranty, covenant or supplement agreement, as the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIIIcase may be.

Notification of Certain Matters. Parent and To the Company extent known by Seller, Seller shall each give prompt notice to Purchaser of (i) the other party if any of the following occur after the date of this Agreement: (a) receipt occurrence or nonoccurrence of any written notice event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in Article 4 to be materially untrue or inaccurate at or prior to the receiving party Closing Date, (ii) any material failure of Seller to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by Seller hereunder and (iii) any notice or other communication from any third person Person alleging that the consent or approval of such third person Person is or may be required in connection with the Transactions; transactions contemplated by this Agreement. To the extent known by Purchaser, Purchaser shall give prompt notice to Seller of (bi) receipt the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in Article 5 to be untrue or inaccurate at or prior to the Closing Date, (ii) any material failure of Purchaser to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by Purchaser hereunder and (iii) any notice or other communication from any Governmental Authority, Person alleging that the Nasdaq (consent or any other securities market) approval of such Person is or may be required in connection with the Transactions; or (c) if to the Knowledge of the Company there has occurredtransactions contemplated by this Agreement. Except as otherwise specifically provided in this Agreement, or if Parent obtains knowledge of the occurrence of, as applicable, an event which would or would be reasonably likely to result in the failure of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Group, taken as a whole, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery of any notice by a party pursuant to this Section 6.12 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, (ii) modify the conditions set forth in Section 8.2 and 8.3, or (iii) limit or otherwise affect affect, or be deemed a waiver of, the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions remedies available to the obligations of the parties party receiving such notice under this AgreementAgreement prior to, on or (B) disclosure by after the Company or Parent be deemed Closing Date, including the right of any Indemnitee to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything claim Losses under Article 10 even if such Indemnitee obtained knowledge prior to the contrary in this AgreementClosing Date of any fact, the event, occurrence, non-occurrence, failure to deliver any such notice, in and of itself, shall not give or breach giving rise to any right to terminate under Article VIIIsuch Losses.

Notification of Certain Matters. Parent and the Company (a) The Xxxxxxx Companies shall each give prompt notice to the other party Buyer if any of the following occur after the date of this Agreement: (ai) any written notice of a default or event, occurrence, fact, condition, change, development or effect (“Event”) which, with notice or lapse of time or both, would become a default under any Material Contract listed on Part 3.12 of the Disclosure Schedule; (ii) receipt of any written notice to the receiving party from any third person party alleging that the consent consent, approval, waiver or approval of authorization of, notice to or declaration or filing with, such third person party is or may be required in connection with the Transactionstransactions contemplated by this Agreement; (biii) receipt of any material written notice or other communication from any Governmental Authority, the Nasdaq (or any other securities market) Government authority in connection with the Transactionstransactions contemplated by this Agreement; or (civ) if to the Knowledge of the Company there has occurred, or if Parent obtains knowledge of the occurrence of, as applicable, of an event which would have a Company Material Adverse Effect (as hereinafter defined) or would be reasonably likely to result in Company Material Adverse Change (as hereinafter defined); (v) the failure commencement or threat of any condition set forth Action involving or affecting BIC or the Xxxxxxx Companies, or any of its property or assets which, if pending on the date hereof, would have been required to have been disclosed in Article VII or pursuant to be satisfied. Without limiting this Agreement or which relates to the foregoingconsummation of the transactions contemplated by this Agreement or any material development in connection with any Action disclosed in or pursuant to this Agreement; (vi) the occurrence of any Event after the date hereof that would cause a breach by the Sellers of any provision of this Agreement, unless prohibited under including such a breach that would occur if such Event had taken place on or prior to the date of this Agreement and (vii) the discovery by the Sellers that any Privacy Obligations, of their representations and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and warranties contained herein were inaccurate in any event within seventy-two (72) hoursmaterial respect on the date hereof. “Company Material Adverse Change” and “Company Material Adverse Effect” mean, upon becoming aware of respectively, any unauthorized access change or use of any sensitive effect that is or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) could reasonably be expected to be material materially adverse to the business, operations, assets, liabilities, or the business condition (financial or otherwise) of the Company Groupand its Subsidiaries, taken as provided, that in no event shall any of the following constitute a whole, Company Material Adverse Change or a Company Material Adverse Effect: (i) any change or effect resulting from conditions affecting the industry in which the Company or any Subsidiary operates or from changes in general business or economic conditions or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with change or effect resulting from the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken announcement or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates pendency of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery of any notice transactions contemplated by a party pursuant to this Section 6.12 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIII.

Notification of Certain Matters. Parent and the The Company shall each give prompt notice to Buyer, and Buyer shall give prompt notice to the other party if any Company, of the following occur after the date of this Agreement: (a) receipt of any written notice to the receiving or other communication received by such party from any third person Governmental Authority in connection with this Agreement, the Merger or the transactions contemplated hereby, or from any Person alleging that the consent or approval of such third person Person is or may be required in connection with the Transactions; Merger or the 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 Buyer, (b) receipt any actions, suits, claims, investigations or proceedings commenced or, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of any notice or other communication from any Governmental Authorityits Subsidiaries which relate to this Agreement, the Nasdaq (Merger or any other securities market) in connection with the Transactions; or transactions contemplated hereby, and (c) if any fact, event or circumstance known to it that (i) individually or taken together with all other facts, events and circumstances known to it, has had, individually or in the Knowledge of the aggregate, a Company there has occurred, Material Adverse Affect or if Parent obtains knowledge of the occurrence ofBuyer Material Adverse Effect, as applicable, an event which would or would be reasonably likely to result in the failure of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Group, taken as a whole, or (ii) require would cause or constitute a breach of any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery of any notice by a party pursuant to this Section 6.12 limit or otherwise affect the respective rights, obligations, person’s representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreementcontained herein, or (Biii) failure of any condition precedent to Buyer’s or the Company’s obligations, as applicable; provided, however, that (x) the delivery of any notice pursuant to this Section 6.8 shall not limit or otherwise affect any remedies available to Buyer or the Company, as applicable, or prevent or cure any misrepresentations, breach of warranty or breach of covenant, and (y) disclosure by the Company or Parent Buyer shall not be deemed to amend or supplement the Company Disclosure Schedule (with respect to any disclosure by the Company) or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIII.

Notification of Certain Matters. Parent The Company and the Company ICL Principals shall each give prompt notice to the other party Parent if any of the following occur after from the date of this AgreementRestated Agreement through the Closing Date: (ai) receipt of any written notice to the receiving party from of, or other communication relating to, a default or Event which, with notice or lapse of time or both, would become a default under any third person alleging that the consent or approval of such third person is or may be required in connection with the TransactionsCompany Material Contract; (bii) receipt of any notice or other communication from any Governmental Authority, third party alleging that the Nasdaq (Consent of such third party is or any other securities market) may be required in connection with the Transactionstransactions contemplated by this Restated Agreement; (iii) receipt of any material notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Restated Agreement; (civ) if to the Knowledge receipt of the any notice of or other communication regarding or otherwise obtaining knowledge of an Event which would have a Company there has occurred, Material Adverse Effect; (v) receipt of any notice of or if Parent obtains other communication regarding or otherwise obtaining knowledge of the occurrence of, as applicable, an event which would commencement or would be reasonably likely to result in the failure threat of any condition set forth in Article VII to be satisfied. Without limiting Litigation involving or affecting any Shareholder that might adversely impact the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a)transactions contemplated by this Restated Agreement, the Company shall notify Parent in writing promptlyor any Subsidiary, and in or any event within seventy-two (72) hoursof their respective properties or assets, upon becoming aware of or, to its knowledge, any unauthorized access employee, agent, director or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control officer of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to the Company GroupSubsidiary, taken in his or her capacity as such or as a wholefiduciary under a Benefit Plan of the Company, or (ii) require any notification which, if pending on the date hereof, would have been required to be given have been disclosed pursuant to any Person under any Privacy ObligationSECTION 2.7, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (Avi) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery receipt of any notice by a party pursuant to this Section 6.12 limit of or other communication regarding or otherwise affect obtaining knowledge of any Event that would cause a breach by the respective rightsCompany, obligationsa Subsidiary, representationsor any Shareholder of any provision of this Restated Agreement or a Company Transaction Agreement, warranties, covenants including such a breach that would occur if such event had taken place on or agreements of the parties or the conditions prior to the obligations date of the parties under this Restated Agreement, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIII.

Notification of Certain Matters. Parent The Stockholder and the Company shall each ------------------------------- give prompt notice to PurchasePro, and PurchasePro shall give prompt notice to the other party if Stockholder and the Company of (i) the discovery of a fact or facts of which he or it has actual knowledge which cause him or it to conclude that any of the following occur after representations, warranties or statements made by another party hereto or in an any exhibit, schedule or other document delivered pursuant to this Agreement, may be false or misleading or omit to state facts necessary in order to make such representations, warranties or statements not false or misleading; (ii) the occurrence, or failure to occur, of any event which occurrence or failure would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate any time from the date hereof to the Closing Date; and (iii) any failure of PurchasePro, the Stockholder 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 him or it hereunder. Each party shall use all reasonable efforts to remedy any failure on his or its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by him or it hereunder. During the period from the date of this Agreement: (a) receipt Agreement to the Closing Date, the Stockholder and the Company will promptly notify PurchasePro of any written notice to material change in, or outside of, the receiving party from any third person alleging that normal course of business or operations of the consent or approval of such third person is or may be required in connection with the Transactions; (b) receipt Company and of any notice Governmental or other communication from any Governmental AuthorityRegulatory Authority complaints, investigative hearings, or the Nasdaq institution, threat (or any other securities market) in connection with the Transactions; or (c) if to the Knowledge of the Stockholder and/or the Company there has occurred, of such threat) or if Parent obtains knowledge settlement of the occurrence of, as applicable, an event which would or would be reasonably likely to result in the failure of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligationslitigation, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Group, taken as a whole, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information keep PurchasePro fully informed in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breachevents. Subject to, and in accordance with, Section 6.02(a), the The Company shall provide Parent not enter into any settlements in connection with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) litigation without the delivery prior written consent of any notice by a party pursuant to this Section 6.12 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIIIPurchasePro.

Notification of Certain Matters. Parent and the The Company shall each give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (a) any notice or other communication received by such party if from any Governmental Authority in connection with this Agreement or any of the following occur after the date of this Agreement: (a) receipt of any written notice to the receiving party Transactions, or from any third person alleging that the consent or approval of such third person is or may be required in connection with any of the Transactions; (b) receipt , if the subject matter of any notice such communication or other communication from any Governmental Authority, the Nasdaq (or any other securities market) in connection with the Transactions; or (c) if to the Knowledge of the Company there has occurred, or if Parent obtains knowledge of the occurrence of, as applicable, an event which would or would be reasonably likely to result in the failure of any condition set forth in Article VII such party to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) obtain such consent could reasonably be expected to be material to the Company, the Surviving Corporation or Parent, (b) any actions, suits, claims, investigations by a Governmental Authority or proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its subsidiaries which relate to this Agreement or any of the Transactions, including any stockholder litigation against the Company Groupand/or its directors relating to the Transactions, and (c) the discovery by such party of any fact, circumstance or event, the occurrence or non-occurrence of which could reasonably be expected, individually or taken together with all other existing facts, events and circumstances known to such party, to cause or result in any of the conditions of the obligations of such party to consummate the Merger as a whole, set forth in Article VI or (ii) require any notification the Offer not to be given satisfied or the satisfaction of which to be materially delayed. In the event of any Person under any Privacy Obligation, and provide Parent with stockholder litigation against the following information in reasonable detail (Company and/or its directors relating to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a)Transactions, the Company shall provide give Parent with reasonable periodic updates the opportunity to participate in the defense or settlement of the foregoing information with respect to any such Data Breach reported litigation and no such settlement shall be agreed to without Parent’s prior written consent (which consent shall not be unreasonably withheld or delayed). In no event shall (A) the The delivery of any notice by a party pursuant to this Section 6.12 5.8 shall not limit or otherwise affect the respective rights, obligations, representations, warranties, remedies available hereunder to the party receiving such notice or the representations or warranties or covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIIIhereunder.

Notification of Certain Matters. Parent and the Company The Purchaser shall each give prompt notice to the Vendor, and the Vendor shall give prompt notice to the Purchaser, of (i) the occurrence or non-occurrence, of any event the occurrence or non-occurrence of which would be likely to cause (a) any representation or warranty contained in this Agreement to be untrue or inaccurate; or (b) any covenant, condition or agreement not to be complied with or satisfied; (ii) any failure of the Purchaser or the Vendor, 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) subject to Section 6.1 and 7.1, any lease, sublease, licence or other party if agreement entered into by the Purchaser, the Corporation, any of the following occur Corporation's Subsidiaries or franchisees to occupy real property after the date of the Acquisition Agreement and any amendment to any of the Leases or the CPI Leases; provided, however, that the delivery of any notice pursuant to this Section 8.2 shall not limit or otherwise affect the remedies available hereunder to the parties receiving such notice. The Purchaser shall give prompt notice to the Vendor of any price increases it makes. The Purchaser and the Vendor will promptly supplement or amend all of the Schedules and Exhibits hereto with respect to any matter hereafter arising which, if existing or occurring at the date of this Agreement: , would have been required to be set forth or described in such Schedule and Exhibit hereto (a) receipt or provide a certificate of any written notice an officer certifying to which Schedules and Exhibits do not need to be supplemented or amended pursuant to the receiving party from any third person alleging that terms of this Agreement) at the consent or approval of such third person is or may be required in connection with the Transactions; (b) receipt of any notice or other communication from any Governmental Authority, the Nasdaq (or any other securities market) in connection with the Transactions; or (c) if to the Knowledge of the Company there has occurred, or if Parent obtains knowledge of the occurrence of, as applicable, an event which would or would be reasonably likely to result in the failure of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would following times: (i) reasonably be expected to be material to the Company GroupNovember 26, taken as a whole, or 1997; (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (ten Business Days prior to the extent reasonably available to day of the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach CPI Meeting; and (Ciii) any notifications provided (at the Closing. No supplement or anticipated amendment of a Schedule or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery of any notice by a party Exhibit made pursuant to this Section 6.12 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement, or (B) disclosure by the Company or Parent shall be deemed to amend cure any breach of, affect or supplement the Company Disclosure Schedule or constitute an exception to otherwise diminish any representation or warranty. Notwithstanding anything to the contrary warranty made in this Agreement, Agreement unless the failure to deliver any such notice, other party hereto specifically agrees thereto in and of itself, shall not give rise to any right to terminate under Article VIIIwriting.

Notification of Certain Matters. Parent Between the date hereof and the Company shall Closing, each party to this Agreement will give prompt notice in writing to the other party if hereto of: (i) any information that indicates that any representation and warranty of such party contained herein was not true and correct as of the following occur after date hereof or will not be true and correct as of the date of this Agreement: Closing, (aii) receipt the occurrence of any written event which could result in the failure to satisfy a condition specified in Article 6 or Article 7 hereof, as applicable, (iii) any notice to the receiving party or other communication from any third person alleging that the consent or approval of such third person is or may be required in connection with the Transactions; transactions contemplated by this Agreement, and (biv) receipt in the case of the Stockholders and the Companies, any notice of, or other communication relating to, any default or event which, with notice or lapse of time or both, would become a default under any Company Agreement. The Stockholders shall (x) promptly advise UAG of any event that has, or could in the future have, a Material Adverse Effect (y) confer on a regular basis with one or more designated representatives of UAG to report operational matters and to report the general status of ongoing operations, and (z) notify UAG of any emergency or other change in the normal course of business or in the operation of the properties of the Companies and of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated) or adjudicatory proceedings involving the Companies or any of their assets or operations, and will keep UAG fully informed of such events and permit UAG's representatives access to all materials prepared in connection therewith. The Stockholders shall give prompt notice to UAG of any notice or other communication from any Governmental Authoritythird person asserting any right, the Nasdaq (title or interest in any other securities market) in connection with the Transactions; or (c) if to the Knowledge of the Company there has occurredShares held by the Stockholders (including, without limitation, any threat to commence, or if Parent obtains knowledge notice of the occurrence of, as applicable, an event which would or would be reasonably likely to result in the failure commencement of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Group, taken as a whole, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual action or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information proceeding with respect to any such Data Breach reported to Parent. In no event shall (Aof the Shares) or the delivery occurrence of any notice by a party pursuant other event of which the Stockholders have knowledge which could result in any failure to this Section 6.12 limit or otherwise affect consummate the respective rights, obligations, representations, warranties, covenants or agreements sale of the parties or the conditions to the obligations of the parties under this Agreement, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIIIShares as contemplated hereby.

Notification of Certain Matters. Parent The Owner shall give prompt notice to Apple of (a) the existence or occurrence of each condition or state of facts which will or reasonably could be expected to cause any representation or warranty of the Owner contained herein to be untrue or incorrect in any material respect at or prior to the Closing or on the IPO Closing Date and (b) any material failure of the Company Owner to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by the Owner hereunder, provided that no such notice shall each be required until Apple shall give notice to the Owner of the date scheduled for the Closing with respect to the occurrence in the ordinary course of business and consistent with past practice of the Owner of any condition or state of facts which would cause any Sections of the Disclosure Statement to be incorrect. Apple shall give prompt notice to the other party if any Owner of the following occur after the date of this Agreement: (a) receipt the existence or occurrence of each condition or state of facts which will or reasonably could be expected to cause any written notice representation or warranty of Apple contained herein to be untrue or inaccurate at or prior to the receiving party from any third person alleging that Closing or on the consent or approval of such third person is or may be required in connection with the Transactions; IPO Closing Date and (b) receipt any material failure of Apple to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 6.07 shall not be deemed to (a) modify the representations or other communication from any Governmental Authoritywarranties herein of the party delivering that notice, the Nasdaq (or any other securities marketparty, which modification may be made only pursuant to Section 6.08, (b) in connection with modify the Transactions; or (c) if to the Knowledge of the Company there has occurred, or if Parent obtains knowledge of the occurrence of, as applicable, an event which would or would be reasonably likely to result in the failure of any condition conditions set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Group, taken as a whole, or (iic) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery of any notice by a party pursuant to this Section 6.12 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions remedies available hereunder to the obligations of the parties under this Agreement, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such party receiving that notice, in and of itself, shall not give rise to any right to terminate under Article VIII.

Notification of Certain Matters. Seller Parent and the Company shall each give prompt notice may (but is not obligated to) deliver to the other party if Buyer no later than the end of the second (2nd) Business Day prior to the Closing Date a schedule of changes (the “Update Schedule”) to any of the following occur information contained in the Schedules hereto (including changes to any other representations or warranties in Article III hereof as to which no Schedule has been created as of the date hereof but as to which a Schedule would have been required if such changes had existed on the date hereof), which changes are required as a result of events or circumstances occurring subsequent to the date hereof which would render any representation or warranty inaccurate or incomplete at any time after the date of this Agreement: (a) receipt Agreement until the Closing Date, which Update Schedule shall be dated as of the Closing Date; provided, however, that in no event shall such Update Schedule limit in any way Seller Parent’s liability pursuant to this Agreement with respect to any inaccuracy or incompleteness in the Schedules as of the date hereof. Regardless of whether Seller Parent delivers an Update Schedule in accordance with the immediately preceding sentence, at any time after the date of this Agreement until the Closing Date, Seller Parent shall promptly notify the Buyer of any written notice facts, events or circumstances of which Seller Parent becomes aware which could reasonably be expected, individually or in the aggregate, to have a material adverse effect on the Business taken as a whole. From and after the date hereof until the Closing Date, Seller Parent shall promptly deliver to Buyer copies of any correspondence or communications received or sent by any of Seller Parent or any Seller (with respect to the receiving party from any third person alleging that the consent or approval of such third person is or may be required in connection with the Transactions; (b) receipt of any notice or other communication from any Governmental Authority, the Nasdaq (or any other securities market) in connection with the Transactions; or (c) if to the Knowledge of the Company there has occurredBusiness), or if Parent obtains knowledge of the occurrence ofby any Sold Company or Sold Company Subsidiary, to or from, as applicable, an event which would or would be reasonably likely to result in the failure of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Group, taken as a whole, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information Authority with respect to any such Data Breach reported to Parent. In no event shall (A) matters regarding the delivery of Business’ compliance with any notice by a party pursuant to this Section 6.12 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIIIExport Control Laws.

Notification of Certain Matters. Parent and Prior to the Acceptance Time, the Company shall each give provide prompt notice to Parent and Merger Sub, and Parent and Merger Sub shall provide prompt notice to the other party if Company, upon becoming aware of: (a) the occurrence, or failure to occur, of any event, which occurrence or failure to occur causes or is reasonably likely to cause a loss or non-ordinary course liability to the Company and the Company Subsidiaries, taken as a whole, equal to or exceeding $5,000,000; (b)(i) any written notice or, to the Knowledge of the following occur after Company, other communication from any Person party to a Company Material Contract alleging that the consent of such Person is or may be required pursuant to such Company Material Contract in connection with the consummation of the Transactions, (ii) any written notice or, to the Knowledge of the Company, other material communication from any Governmental Authority in connection with the Transactions and (iii) any actions, suits, claims, investigations or proceedings commenced or, to its Knowledge, threatened against, relating to or involving or otherwise affecting the Company or any Company Subsidiaries or Parent or any Parent Subsidiaries, as the case may be, that, if pending on the date of this Agreement: (a) receipt , would have been required to have been disclosed pursuant to any Section of any written notice this Agreement or that relate to the receiving party from any third person alleging that the consent or approval consummation of such third person is or may be required in connection with the Transactions; (b) receipt of any notice or other communication from any Governmental Authority, the Nasdaq (or any other securities market) in connection with the Transactions; or (c) if to any material failure of Parent and Merger Sub or the Knowledge of the Company there has occurred, or if Parent obtains knowledge of the occurrence ofCompany, as applicablethe case may be, an event which would to comply with or would be reasonably likely to result in the failure of satisfy any covenant, condition set forth in Article VII or agreement to be satisfied. Without limiting the foregoingcomplied with or satisfied by it under this Agreement; provided, unless prohibited under any Privacy Obligationshowever, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Group, taken as a whole, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery of any notice by a party pursuant to this Section 6.12 6.6 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 receiving such notice; provided further, however, that the failure to provide any such notice pursuant to Section 6.3(d)(i), Section 6.3(d)(iii) or otherwise affect this Section 6.6 shall not excuse the respective rights, obligations, representations, warranties, covenants or agreements performance by any party hereto of its obligations hereunder so long as all of the parties or the other conditions to the performance of such party's obligations of the parties under this Agreement, (other than compliance with such Sections) have been satisfied or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIIIwaived.

Notification of Certain Matters. Parent and the The Company shall each give prompt notice to the other Parent, and the Parent shall give prompt notice to the Company, of (i) the occurrence, or 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 if any (or the Merger Sub, in the case of the following occur Parent) to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 6.3 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice. If any event or matter arises after the date of this Agreement which, if existing or occurring at the date of this Agreement: (a) receipt of any written notice , would have been required to the receiving party from any third person alleging that the consent be set forth or approval of such third person is or may be required described in connection with the Transactions; (b) receipt of any notice or other communication from any Governmental Authority, the Nasdaq (or any other securities market) in connection with the Transactions; or (c) if to the Knowledge of the Company there has occurred, Disclosure Letter or if Parent obtains knowledge of the occurrence of, as applicable, an event which would or would be reasonably likely is necessary to result correct any information in the failure of any condition set forth in Article VII to be satisfied. Without limiting the foregoingCompany Disclosure Letter which has been rendered inaccurate thereby, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), then the Company shall notify Parent in writing promptlypromptly supplement, or amend, and in deliver to the Parent the Company Disclosure Letter which it has delivered pursuant to this Agreement. If any event within seventy-two (72) hoursor matter arises after the date of this Agreement which, upon becoming aware if existing or occurring at the date of any unauthorized access this Agreement, would have been required to be set forth or use of any sensitive or confidential information, including Personally Identifiable Information, described in the possession Parent Disclosure Letter or control of which is necessary to correct any information in the Company Parent Disclosure Letter which has been rendered inaccurate thereby, then the Parent shall promptly supplement, or any Company Subsidiary that would (i) reasonably be expected to be material amend, and deliver to the Company Group, taken as a whole, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide the Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery of any notice by a party Disclosure Letter which it has delivered pursuant to this Section 6.12 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIII.

Notification of Certain Matters. Parent Between the date of this Agreement and the Closing Date, the Company shall each give prompt notice to promptly notify Parent in writing of (i) Knowledge of the other party if Company of any event, fact or condition that causes or constitutes a breach of any of the following occur Company’s representations and warranties in this Agreement or (ii) Knowledge of the Company of the occurrence, nonoccurrence or existence after the date of this Agreement: (a) receipt Agreement of any written notice to event, fact or condition that would cause or constitute a breach of any such representation or warranty had such representation or warranty been made as of the receiving party from any third person alleging that the consent time of occurrence, nonoccurrence, existence or approval discovery of such third person is event, fact or may be required condition. During the same period, the Company shall promptly notify Parent in connection with writing of the Transactions; (b) receipt occurrence of any notice material breach of any covenant of the Company in this Agreement or other communication from of the occurrence, nonoccurrence or existence of any Governmental Authorityevent, fact or condition that would be reasonably expected to make the satisfaction of any of the conditions in Section 7 impossible or unlikely. During the same period, the Nasdaq (Company shall promptly notify Parent in writing of any pending, or any other securities market) in connection with the Transactions; or (c) if to the Knowledge of the Company there has occurredCompany, threatened Action which (x) challenges or if Parent obtains knowledge seeks material damages in connection with the Merger or the other transactions contemplated by this Agreement or (y) seeks to prohibit or prevent the consummation of the occurrence of, as applicable, an event which would Merger or would be reasonably likely to result in the failure of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and other transactions contemplated by this Agreement or otherwise limit in any event within seventy-two (72) hours, upon becoming aware material respect the right of Parent or Merger Sub to own or operate all or any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control portion of the Company businesses or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Group, taken as a whole, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to assets of the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the . The Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) agrees that the delivery of any notice by a party pursuant to this Section 6.12 5.5 shall not limit or otherwise affect the respective rightsremedies available under this Agreement to Parent or Merger Sub or, obligationsexcept as otherwise agreed to by Parent, representations, warranties, covenants in any way modify or agreements supplement the representations or warranties of the parties Company made under this Agreement or affect or modify the conditions to the obligations of the parties Parent or Merger Sub under this Agreement, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIII.

Notification of Certain Matters. During the Pre-Closing Period, the Parent and the Company shall each give prompt notice to the other party if any Company, and the Company shall give prompt notice to the Parent, of the following occur after the date of this Agreement: (a) receipt the occurrence, or failure to occur, of any written event, which occurrence or failure to occur is reasonably likely to cause any condition to Closing set forth in Article VII not to be satisfied, (b) any failure of such party (or, in the case of the Parent, Merger Sub) to perform in all material respects any obligation to be performed by it under this Agreement, (c) any notice to or other communication received by such party (or, in the receiving party case of the Parent, Merger Sub) from any third person Governmental Entity in connection with this Agreement or the transactions contemplated hereby or from any Person alleging that the consent or approval of such third person Person is or may be required in connection with therewith, (d) any Legal Proceeding commenced or, to the Transactions; Company’s Knowledge on the one hand and Parent’s knowledge, on the other hand, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries, which relate to this Agreement and the transactions contemplated hereby, (be) receipt of any notice or other communication from (whether oral or written) received by the Company or otherwise between the Company and the holders of any Governmental Authority, the Nasdaq (or any other securities market) in connection Company Warrants with the Transactions; or (c) if respect to the Knowledge Company Warrants, including any such notice or communication requesting or attempting to effect the transfer, assignment, exercise or termination of any Company Warrants or otherwise relating to the terms and conditions of the Company there has occurredWarrants, and (f) any written notice or if Parent obtains knowledge of other written communication received by the occurrence ofCompany with respect to the Company’s Credit Facility or the Company’s Revolving Credit Agreement, as applicable, an event which would or would be reasonably likely to result in including the failure exercise by any lender under the Credit Facility of any condition set forth in Article VII put notice to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), require the Company shall notify to repay loans outstanding under the Credit Facility. The Company will advise the Parent in writing promptly, and in any event within seventy-two no later than four (724) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in Business Days prior to the possession or control Closing Date of the Company or any Company Subsidiary that would (i) reasonably be expected amount required to be material to the Company Group, taken as a whole, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken paid by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the holders of the Company shall provide Parent Warrants who have exercised their right to terminate Company Warrants in connection with reasonable periodic updates consummation of the foregoing information with respect to any such Data Breach reported to Parenttransactions contemplated by this Agreement. In no event shall (A) Notwithstanding the above, the delivery of any notice by a party pursuant to this Section 6.12 6.9 will not limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of remedies available hereunder to the parties party receiving such notice or the conditions to such party’s obligation to consummate the obligations of the parties under this Agreement, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIIIMerger.

Notification of Certain Matters. Parent and Until the Company shall each give prompt notice to earlier of (y) the other party if any of the following occur after Effective Time or (z) the date of termination of this Agreement: (a) receipt of any written notice Agreement pursuant to the receiving party from any third person alleging that the consent or approval provisions of such third person is or may be required in connection with the Transactions; (b) receipt of any notice or other communication from any Governmental AuthoritySection 9.1 hereof, the Nasdaq (or any other securities market) in connection with Company, on the Transactions; or (c) if to the Knowledge of the Company there has occurred, or if Parent obtains knowledge of the occurrence of, as applicable, an event which would or would be reasonably likely to result in the failure of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligationsone hand, and in each case subject Parent, on the other hand, shall seek to Section 6.02(a), the Company shall notify Parent in writing promptlygive prompt, and in any event within seventy-two (72) 24 hours, upon becoming aware notice to the other, of: (a) the occurrence or non- occurrence of any unauthorized access material event or use the obtaining of any sensitive knowledge which is likely to cause any material representation or confidential information, including Personally Identifiable Information, in the possession or control warranty of the Company or any Company Subsidiary that would (i) reasonably be expected Principal Stockholder, respectively and as the case may be, on the one hand, or Parent or Sub, on the other hand, contained in this Agreement to be material materially untrue or inaccurate at or prior to the Effective Time, and (b) any failure of the Company Groupor any Principal Stockholder, taken as a wholethe case may be, on the one hand, or (ii) require Parent, on the other hand, to materially comply with or satisfy any notification covenant, condition or agreement to be given to any Person under any Privacy Obligationcomplied with or satisfied by it hereunder; provided, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impactedhowever, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) that the delivery of any notice by a party pursuant to this Section 6.12 6.5 shall not (y) limit or otherwise affect any remedies available under this Agreement to the respective rightsparty receiving such notice or (z) constitute an acknowledgment or admission of a breach of this Agreement. In addition, obligations, representations, warranties, covenants or agreements during the period from the date of this Agreement and continuing until the earlier of the parties termination of this Agreement or the conditions Effective Time, the Company shall give prompt notice to Parent in the form of an updated Disclosure Schedule of (a) any changes relating to the obligations disclosures contained in Section 2.15(b) of the parties under this AgreementDisclosure Schedule with respect to any current proceedings or actions relating to any of the Company Registered Intellectual Property before any court or tribunal (including the PTO, the CIPO or equivalent authority anywhere in the world) in which any of the Company Registered Intellectual Property is involved, or (Bb) any changes relating to the disclosures contained in Section 2.15(e) of the Disclosure Schedule with respect to actions that must be taken by any Person within 120 days of the date hereof, including the payment of any registration, maintenance or renewal fees or the filing of any documents, applications or certificates for the purposes of maintaining, perfecting or preserving or renewing any Company Registered Intellectual Property. No disclosure by the Company or Parent the Principal Stockholders pursuant to this Section 6.5 shall be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to prevent or cure any representation misrepresentations, breach of warranty or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such notice, in and breach of itself, shall not give rise to any right to terminate under Article VIIIcovenant.

Notification of Certain Matters. Parent and the The Company shall each give prompt notice to the other party if any of the following occur after the date of this Agreement: (a) receipt of any written notice to the receiving party from any third person alleging that the consent or approval of such third person is or may be required in connection with the Transactions; (b) receipt of any notice or other communication from any Governmental AuthorityPurchaser, the Nasdaq (or any other securities market) in connection with the Transactions; or (c) if to the Knowledge of the Company there has occurred, or if Parent obtains upon obtaining knowledge of the occurrence ofoccurrence, as applicableor failure to occur, an of any event which would occurrence or would failure to occur causes (x) any representation or warranty made by the Company and contained in this Agreement to be untrue or inaccurate at any time from the date hereof to the Effective Time to the extent that any such failure to be true or accurate would, individually or in the aggregate, be reasonably likely expected to result in the have a Company Material Adverse Effect, or (y) any material failure of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or of any Company Subsidiary that would (i) reasonably be expected officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be material complied with or satisfied by it under this Agreement; provided, however, that no such notification shall be deemed to the Company Group, taken as a whole, or (ii) require cure any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery of any notice by a party pursuant to this Section 6.12 limit breach or otherwise affect the respective rights, obligations, representations, warranties, covenants covenants, conditions or agreements of the parties Company or the conditions to the obligations of the parties under hereunder. The Purchaser shall give prompt notice to the Company, upon obtaining knowledge of the occurrence, or failure to occur, of any event which occurrence or failure to occur causes (x) any representation or warranty made by the Purchaser or Acquisition Sub contained in this Agreement to be untrue or inaccurate at any time from the date hereof to the Effective Time to the extent any such failure to be true or accurate would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Purchaser's financial condition or its ability to consummate the transactions contemplated by this Agreement, or (By) disclosure any material failure of the Purchaser or Acquisition Sub, or of any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by the Company or Parent it under this Agreement; provided, however, that no such notification shall be deemed to amend cure any breach or supplement otherwise affect the Company Disclosure Schedule representations, warranties, covenants, conditions or constitute an exception to any representation agreements of the Purchaser or warranty. Notwithstanding anything Acquisition Sub or the conditions to the contrary in this Agreement, obligations of the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIIIparties hereunder.

Notification of Certain Matters. Parent and the Company shall each give prompt notice to the other party Big Stuff if any of the following occur after from the date of this AgreementRestated Agreement through the Closing Date: (ai) receipt 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 under any written notice to the receiving party from any third person alleging that the consent or approval of such third person is or may be required in connection with the TransactionsParent Material Contract which could have a Parent Material Adverse Effect; (bii) receipt of any notice or other communication from any Governmental Authoritythird party alleging that the Consent of such third party is or may be required in connection with the transactions contemplated by this Restated Agreement; (iii) receipt of any material notice or other communication from any regulatory authority (including, but not limited to, the Nasdaq (NYSE or any other securities marketexchange) in connection with the Transactionstransactions contemplated by this Restated Agreement; (iv) receipt of any notice of or other communication regarding or otherwise obtaining knowledge of an Event which would have a Parent Material Adverse Effect; (cv) if to the Knowledge receipt of the Company there has occurred, any notice of or if Parent obtains other communication regarding or otherwise obtaining knowledge of the occurrence of, as applicable, an event which would commencement or would be reasonably likely to result in the failure threat of any condition set forth Litigation involving or affecting Parent or any Active Parent Subsidiary or any of their respective properties or assets, or, to its knowledge, any employee, agent, director or officer, in Article VII his or her capacity as such, of Parent or any Active Parent Subsidiary which, if pending on the date hereof, would have been required to be satisfied. Without limiting have been disclosed in this Restated Agreement or which relates to the foregoing, unless prohibited under consummation of the Merger or any Privacy Obligations, and material development in each case subject to Section 6.02(a), the Company shall notify connection with any Litigation disclosed by Parent in writing promptly, and in any event within seventy-two or pursuant to this Restated Agreement or the Parent Securities Filings; (72vi) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Group, taken as a whole, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery receipt of any notice by a party pursuant to this Section 6.12 limit of or other communication regarding or otherwise affect obtaining knowledge of any Event that could cause a breach by Parent of any provision of this Restated Agreement or any Parent Transaction Agreement, including such a breach that could occur if such Event had taken place on or prior to the respective rightsdate of this Restated Agreement; and (vii) amendment, obligations, representations, warranties, covenants modification or agreements waiver of any provision of the parties or the conditions to the obligations of the parties under this Agreement, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIIIIonex Agreement referenced on SCHEDULE 3.7 hereto.

Notification of Certain Matters. Parent Parent, Holdco, Hxxxxxxx and the Company Purchaser shall each give prompt notice to the other party Company if any of the following occur after the date of this Agreement: (ai) any representation or warranty made by Parent, Holdco, Hxxxxxxx or Purchaser in this Agreement is untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time; (ii) there has been a material failure of Parent, Holdco, Hxxxxxxx or Purchaser or any of their respective representatives to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or them hereunder; (iii) receipt of any written notice to the receiving party or other communication in writing from any third person party alleging that the consent or approval Consent of such third person party is or may be required in connection with the Transactionstransactions contemplated by this Agreement or the Transaction Documents, provided that such Consent would have been required to have been disclosed in this Agreement; (biv) receipt of any material notice or other communication from any Governmental AuthorityAuthority (including, but not limited to, the Nasdaq (or any other securities marketNASD) in connection with the Transactionstransactions contemplated by this Agreement or the Transaction Documents; or (cv) if to the Knowledge of the Company there has occurred, or if Parent obtains knowledge of the occurrence of, as applicable, of an event which would or would be reasonably likely to result in the failure of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material have a Purchaser Material Adverse Effect; or (vi) the commencement or threat of any Litigation involving or affecting Parent, Hxxxxxxx or any of their respective subsidiaries, or any of their respective properties or assets, or, to its knowledge, any employee, agent, director or officer, in his or her capacity as such, of Parent, Hxxxxxxx or any of their respective subsidiaries which, if pending on the date hereof, would have been required to have been disclosed in this Agreement or which relates to the consummation of the Offer or the Merger. No such notice to the Company Group, taken as a whole, shall have any effect on the determination of whether or (ii) require not any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery of any notice by a party pursuant to this Section 6.12 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to Closing or to the obligations consummation of the parties under this AgreementOffer have been satisfied or in determining whether or not any of the representations, warranties or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary covenants contained in this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIIIAgreement have been breached.

Notification of Certain Matters. Parent Between the date hereof and the Company shall Closing, each party to this Agreement will give prompt notice in writing to the other parties hereto of: (i) any information that indicates that any representation and warranty of such party if any contained herein was not true and correct as of the following occur after date hereof or will not be true and correct as of the date of this Agreement: Closing, (aii) receipt the occurrence of any written event which could result in the failure to satisfy a condition specified in Article 6 or Article 7 hereof, as applicable, (iii) any notice to the receiving party or other communication from any third person alleging that the consent or approval of such third person is or may be required in connection with the Transactions; transactions contemplated by this Agreement, and (biv) receipt in the case of the Stockholder and the Companies, any notice of, or other communication relating to, any default or event which, with notice or lapse of time or both, would become a default under any Company Agreement. The Stockholder shall (x) promptly advise UAG of any event that has, or could in the future have, a Material Adverse Effect (y) confer on a regular basis with one or more designated representatives of UAG to report operational matters and to report the general status of ongoing operations, and (z) notify UAG of any emergency or other change in the normal course of business or in the operation of the properties of the Companies and of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated) or adjudicatory proceedings involving the Companies or any of their assets or operations, and will keep UAG fully informed of such events and permit UAG's representatives access to all materials prepared in connection therewith. The Stockholder shall give prompt notice to UAG of any notice or other communication from any Governmental Authoritythird person asserting any right, the Nasdaq (title or interest in any other securities market) in connection with the Transactions; or (c) if to the Knowledge of the Company there has occurredShares held by the Stockholder (including, without limitation, any threat to commence, or if Parent obtains knowledge notice of the occurrence of, as applicable, an event which would or would be reasonably likely to result in the failure commencement of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Group, taken as a whole, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual action or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information proceeding with respect to any such Data Breach reported to Parent. In no event shall (Aof the Shares) or the delivery occurrence of any notice by a party pursuant other event of which the Stockholder has knowledge which could result in any failure to this Section 6.12 limit or otherwise affect consummate the respective rights, obligations, representations, warranties, covenants or agreements sale of the parties or the conditions to the obligations of the parties under this Agreement, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIIIShares as contemplated hereby.

Notification of Certain Matters. Parent and (a) From the date hereof until Closing, Company shall each give prompt notice endeavor to promptly notify Purchaser in writing if to the other party if Company's Knowledge: (x) any event, condition, fact or circumstance has occurred, or existed on or prior to the date of the following occur this Agreement and that caused or constitutes a breach of any representation or warranty made by Company in this Agreement; (y) any event, condition, fact or circumstance occurs, arises or exists after the date of this Agreement: (a) receipt Agreement and that would cause or constitute a breach of any written notice to the receiving party from any third person alleging that the consent representation or approval of such third person is or may be required warranty made by Company in connection with the Transactions; (b) receipt of any notice or other communication from any Governmental Authority, the Nasdaq (or any other securities market) in connection with the Transactions; or (c) this Agreement if to the Knowledge of the Company there has occurred, or if Parent obtains knowledge of the occurrence of, as applicable, an event which would or would be reasonably likely to result in the failure of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to such representation or warranty had been made as of the Company Grouptime of the occurrence, taken as a wholeexistence or discovery of such event, condition, fact or circumstance, or (ii) require any notification to be given to any Person under any Privacy Obligationsuch event, and provide Parent with the following information in reasonable detail (condition, fact or circumstance had occurred, arisen or existed on or prior to the extent reasonably available to the Company): (A) the nature and scope date of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach this Agreement; and (Cc) any notifications provided (material breach of any covenant or anticipated obligation of Company. If any event, condition, fact or otherwise circumstance arises after the date of this Agreement that is required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery of any notice by a party disclosed pursuant to this Section 6.12 limit 4.04 and requires any change in the Disclosure Schedules, or otherwise affect if any such event, condition, fact or circumstance would require such a change assuming the respective rights, obligations, representations, warranties, covenants or agreements Disclosure Schedule were dated as of the parties date of the occurrence, existence or the conditions discovery of such event, condition, fact or circumstance, then Company shall promptly deliver to Purchaser an update to the obligations Disclosure Schedule specifying such change and, when accepted by Purchaser, such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the parties under accuracy of any representation or warranty made by Company in this AgreementAgreement or any closing certificate, or (Bii) disclosure determining whether any of the conditions set forth in Article V has been satisfied, unless in accordance with Section 5.07 such update is not accepted by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIIIPurchaser.

Notification of Certain Matters. Parent and the Company shall each give prompt notice to the other party if any of the following occur after the date of this Agreement: (a) receipt of The Company will promptly (and, in any written event, within ten (10) days) notify Purchaser in writing of: (i) any notice to the receiving party or other communication from any third person Person alleging that the consent or approval of such third person Person is or may be required in connection with the Transactionstransactions contemplated by this Agreement; (bii) receipt of any notice or other communication from any Governmental AuthorityBody, the Nasdaq (or any other securities market) Action by any Governmental Body, related to or in connection with the Transactions; transactions contemplated by this Agreement (including that may restrain, enjoin or (c) if to otherwise prohibit the Knowledge consummation of the Company there has occurredtransactions contemplated by this Agreement); (iii) the discovery of any variances from, or if Parent obtains knowledge the existence or occurrence of any event, fact or circumstance arising after the execution of this Agreement that would reasonably be expected to cause, any of the occurrence ofrepresentations and warranties contained in A rticle III to be untrue or inaccurate such that the condition set forth in Section 7.2(a) will not be satisfied; and (iv) any event that has had, as applicableor is reasonably expected to have, an event which would a Material Adverse Effect or would otherwise cause, or reasonably be reasonably likely expected to result in cause, the failure of any condition to Closing for the benefit of the Purchaser set forth in Article VII. If the subject matter of any such notification required by the previous sentence requires any change in the Schedules, the Company shall deliver to Purchaser prior to the Closing a supplement to such Schedule (the U pdated Schedules p rovided that in no event will any Updated Schedule serve to amend, supplement or modify the Schedules for purposes of Section 7.2(a) or otherwise determining whether any condition set forth in Article VII to be satisfied. Without limiting was or has been satisfied or any statement set forth Section 2.3(f) was or is true and correct; provided further that if the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a)Closing occurs, the Company shall notify Parent Updated Schedules will (other than in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware respect of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Group, taken as a whole, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party claim for Fraud with respect to (x) the representations and warranties Section 2.3(f)) be considered and deemed to be part of the Schedules for all purposes under this Agreement and each reference in this Agreement to a particular Schedule will mean such Data Breach. Subject toSchedule in, and in accordance with, Section 6.02(a)or as updated by, the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery of any notice by a party pursuant to this Section 6.12 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIIIUpdated Schedules.

Notification of Certain Matters. Parent (A) Between the date hereof and the Closing, each Party to this Agreement after obtaining actual knowledge (and for purposes of this Section 5.9, "actual knowledge" of the Stockholder or the Company shall each mean the "Knowledge of the Stockholder" as defined in the preface to this Agreement) will give prompt notice in writing to the other party if Party hereto of (i) any information that indicates that any representation and warranty of such Party contained herein was not true and correct as of the following occur after date made, or will not be true and correct as of the date of this Agreement: Closing; (aii) receipt the occurrence of any written event which could result in the failure to satisfy a condition specified in Article 6 or Article 7 hereof, as applicable; (iii) any notice to the receiving party or other communication from any third person alleging that the consent or approval of such third person is or may be required in connection with the Transactionstransactions contemplated by this Agreement; and (iv) in the case of the Stockholder and the Company, any notice of, or other communication relating to, any default or event which, with notice or lapse of time or both, would become a default under any Company Agreement set forth on SCHEDULE 2.15. The Company and the Stockholder will: (a) promptly advise Sunbelt of any event that has, or could reasonably be expected in the future to have, a Material Adverse Effect on the Company; (b) receipt confer on a regular and frequent basis with one or more designated representatives of Sunbelt to report operational matters and to report the general status of ongoing operations; and (c) notify Sunbelt of any emergency or other change in the normal course of business or relating to the Real Property or Improvements of the Company and of any complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authority or adjudicatory proceedings involving the Company, the Real Property or the Improvements and will keep Sunbelt fully informed of such events and permit Sunbelt's representatives access to all materials prepared in connection therewith. The Stockholder shall give prompt notice to Sunbelt of any notice or other communication from any Governmental Authoritythird person asserting any right, the Nasdaq (title or interest in any other securities market) in connection with the Transactions; or (c) if to the Knowledge of the Company there has occurredShares held by the Stockholder, including, without limitation, any threat to commence, or if Parent obtains knowledge notice of the occurrence of, as applicable, an event which would or would be reasonably likely to result in the failure commencement of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Group, taken as a whole, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual action or other third party proceeding with respect to such Data Breach. Subject tothe Shares held by the Stockholder, and or the occurrence of any other event of which the Stockholder has Knowledge which could result in accordance with, Section 6.02(a), any failure by the Company shall provide Parent with reasonable periodic updates Stockholder to consummate the sale of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery of any notice by a party pursuant to this Section 6.12 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIIIShares as contemplated hereby.

Notification of Certain Matters. Parent Each FDI Entity and the Company Seller shall each give prompt notice to Purchaser, and Purchaser shall give prompt notice to each FDI Entity and Seller of (i) the other party if discovery of a fact or facts of which it has actual knowledge which cause it to conclude that any of the following occur after the date of representations, warranties or statements made by another party hereto or in an any exhibit, schedule or other document delivered pursuant to this Agreement: (a) receipt of any written notice to the receiving party from any third person alleging that the consent or approval of such third person is or , may be required false or misleading or omit to state facts necessary in connection with the Transactionsorder to make such representations, warranties or statements not false or misleading; (b) receipt of any notice or other communication from any Governmental Authority, the Nasdaq (or any other securities market) in connection with the Transactions; or (c) if to the Knowledge of the Company there has occurred, or if Parent obtains knowledge of the occurrence of, as applicable, an event which would or would be reasonably likely to result in the failure of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Group, taken as a whole, or (ii) require the occurrence, or failure to occur, of any notification event which occurrence or failure would be likely to cause any representation or warranty contained in this Agreement to be given to untrue or inaccurate any Person under any Privacy Obligation, and provide Parent with time from the following information in reasonable detail (Execution Date to the extent reasonably available Closing Date; and (iii) any failure of Purchaser, any FDI Entity or Seller, as the case may be, to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impactedcomply with or satisfy any covenant, if applicable), (B) a summary of efforts taken condition or anticipated agreement to be taken complied with or satisfied by the Company to investigateit hereunder; provided, remediatehowever, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) that the delivery of any notice by a party pursuant to this Section 6.12 6.2 shall not cure such breach or non-compliance, limit or otherwise affect the respective rightsremedies available hereunder, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to amendment of any representation representation, warranty or warrantystatement in this Agreement or the breaching party’s disclosure schedules. Notwithstanding anything During the period from the Execution Date to the contrary in this AgreementFDIR Closing Date, each FDI Entity and Seller will promptly notify Purchaser of any material change in, or outside of, the failure normal course of business or operations of such FDI Entity and of any governmental or regulatory authority complaints, investigative hearings, or the institution, threat (to deliver the knowledge of such FDI Entity or Seller of such threat) or settlement of litigation, and shall keep Purchaser fully informed in reasonable detail of such events. No FDI Entity shall enter into any settlements in connection with any such notice, in and litigation without the prior written consent of itself, shall not give rise to any right to terminate under Article VIIIPurchaser.

Notification of Certain Matters. Parent To the extent permitted by applicable Law, Buyer and the Company Sellers shall promptly notify each give prompt notice other in writing of (a) any fact, change, condition, circumstance or occurrence or nonoccurrence of any event of which it is aware that will or is reasonably likely to the other party if result in any of the following occur after the date conditions set forth in Article VI of this Agreement: Agreement becoming incapable of being satisfied (aassuming for purposes of Section 6.1(a) receipt of that the closing conditions applicable to Closing on or before the Initial Outside Date are applicable (it being understood that compliance with the obligations under this Section 5.10 shall not be a condition to closing following the Initial Outside Date)); (b) any written notice to or other communication received by such party by any Governmental Authority in connection with (1) 57 this Agreement or the receiving party transactions contemplated hereby, (2) from any third person Person alleging that the consent or approval of such third person Person is or may be required in connection with the Transactions; (b) receipt transactions contemplated hereby, if the subject matter of any notice such communication or other communication from any Governmental Authoritythe failure of such party to obtain such consent could be material to Sellers, the Nasdaq Company, the Business or Buyer, or (3) relating to issued or any other securities market) in connection with pending Program Lender licenses or consents and/or actual or potential reserve amounts required to be maintained by the TransactionsCompany; or and (c) if any material Actions commenced or, to the Knowledge of the Company there has occurredsuch party’s knowledge, threatened against or if Parent obtains knowledge of the occurrence of, as applicable, an event which would or would be reasonably likely to result in the failure of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company involving such party or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Group, taken as a whole, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery of any notice by a party pursuant its Affiliates which relate to this Section 6.12 limit Agreement or otherwise the transactions contemplated hereby; provided, however, that no such notification shall affect the respective rights, obligations, representations, warranties, covenants or covenants, agreements of the parties or the conditions to the obligations of the parties under this Agreementherein. In addition, or prior to Closing, Sellers shall provide to Buyer periodic informational updates (Band in any event no less frequently than once per calendar month) disclosure regarding the Reimbursable Loss Loans (including without limitation updates from management regarding actions taken by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything with respect to the contrary Reimbursable Loss Loans and any prepared loss calculations relating to such Reimbursable Loss Loans), and, following Closing, Buyer shall provide periodic informational updates regarding the amount of losses it has incurred in this Agreementrespect of the Reimbursable Loss Loans (and in any event no less frequently than once per calendar quarter); provided, however, that no such informational updates shall affect the failure representations, warranties, covenants, agreements of the parties or the conditions to deliver any such notice, in and the obligations of itself, shall not give rise to any right to terminate under Article VIIIthe parties herein.

Notification of Certain Matters. Parent From the date hereof through the Effective Date, the Company and the Company Stockholders shall each give prompt notice to Acquisition , and Acquisition shall give prompt notice to the other party if any Company and the Stockholders, of the following occur after the date of this Agreement: (a) receipt the occurrence, or failure to occur, of any written notice to the receiving party from any third person alleging that the consent or approval of such third person is or may be required in connection with the Transactions; (b) receipt of any notice or other communication from any Governmental Authorityevent, the Nasdaq (or any other securities market) in connection with the Transactions; or (c) if to the Knowledge of the Company there has occurred, or if Parent obtains knowledge of the occurrence of, as applicable, an event which would or would be reasonably likely to result cause any representation or warranty contained in the failure of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Group, taken as a whole, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery of any notice by a party pursuant to this Section 6.12 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement, or in any exhibit or schedule hereto, and made by such party, to be untrue or inaccurate in any respect, and (Bb) any failure of the Company and the Stockholders or Acquisition, as the case may be, or any of their respective Affiliates or Representatives, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement or any exhibit or schedule hereto; provided, however, that such disclosure shall not be deemed to cure any breach of a representation, warranty, covenant or agreement or to satisfy any condition. The Company and the Stockholders shall promptly notify Acquisition of any Default by such party, the written threat or commencement of any Action, or any development that occurs before the Effective Time that could in any way affect the Company and the Stockholders, the Assets or the Business. Further, if at any time prior to the Effective Time, Acquisition shall learn (which, for the purposes of this Section 6.13, consists of the actual and direct knowledge of any of Xxxxxxxx Xxxxxx, Xxxx X. Xxxx, Xxxxxxx Xxxxxx and G. Xxxxx Xxxxxxx) that any representation or warranty contained in this Agreement or in any exhibit or schedule hereto and made by the Company or Parent be deemed to amend the Stockholders is untrue or supplement inaccurate in any respect, Acquisition shall notify the Company Disclosure Schedule and the Stockholders thereof and, if Acquisition has not waived such untruth or constitute an exception inaccuracy, the Company and the Stockholders shall cure the untruth or inaccuracy, without any obligation so to do, except that if the untruth or inaccuracy can be cured by the payment of a monetary amount, then the Company and the Stockholders shall so do, but the Company and the Stockholders shall not be obligated to expend more than $1 million (when aggregated with all amounts spent pursuant to Section 6.10 of this Agreement and Sections 6.3 and 6.10(b) of the Association Asset Purchase Agreement) to cure all such untruths or inaccuracies. If the Company or the Stockholders are not required to cure the untruth or inaccuracy as set forth in the preceding sentence, Acquisition may (a) waive such untruth or inaccuracy, or (b) to terminate this Agreement (and the Association Asset Purchase Agreement) and, in the later instance, the Letter of Credit (or the LOC Payment, as the case may be) and the No Shop Payment shall be returned to Acquisition and no party hereto or any of its directors or officers shall have any liability or further obligation to any representation or warranty. Notwithstanding anything other party to the contrary in this Agreement, the failure to deliver any such notice, other than as provided for in and of itself, shall not give rise to any right to terminate under Article VIIIXII.

Notification of Certain Matters. Parent Between the date hereof and the Company shall Closing, each party to this Agreement will give prompt notice in writing to the other party if hereto of: (i) any information that indicates that any representation and warranty of such party contained herein was not true and correct as of the following occur after date made or will not be true and correct as of the date of this Agreement: Closing, (aii) receipt the occurrence of any written event which could result in the failure to satisfy a condition specified in ARTICLE 6 or ARTICLE 7 hereof, as applicable, (iii) any notice to the receiving party or other communication from any third person alleging that the consent or approval of such third person is or may be required in connection with the Transactions; transactions contemplated by this Agreement, and (biv) receipt in the case of the Stockholders and the Company, any notice of, or other communication relating to, any default or event which, with notice or lapse of time or both, would become a default under any Company Agreement set forth on SCHEDULE 2.15. The Company and the Stockholders will (x) promptly advise UAG of any event that has, or could reasonably be expected in the future to have, a Material Adverse Effect on the Company, (y) confer on a regular and frequent basis with one or more designated representatives of UAG to report operational matters and to report the general status of ongoing operations, and (z) notify UAG of any emergency or other change in the normal course of business or relating to the Real Property or Improvements of the Company and of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated) or adjudicatory proceedings involving the Company, the Real Property or the Improvements and will keep UAG fully informed of such events and permit UAG's representatives access to all materials prepared in connection therewith. Each Stockholder shall give prompt notice to UAG of any notice or other communication from any Governmental Authoritythird person asserting any right, the Nasdaq (title or interest in any other securities market) in connection with the Transactions; or (c) if to the Knowledge of the Company there has occurredShares held by such Stockholder (including, without limitation, any threat to commence, or if Parent obtains knowledge notice of the occurrence of, as applicable, an event which would or would be reasonably likely to result in the failure commencement of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Group, taken as a whole, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual action or other third party proceeding with respect to the Shares) or the occurrence of any other event of which such Data Breach. Subject to, and Stockholder has knowledge which could result in accordance with, Section 6.02(a), any failure to consummate the Company shall provide Parent with reasonable periodic updates sale of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery of any notice by a party pursuant to this Section 6.12 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIIIShares as contemplated hereby.

Notification of Certain Matters. Parent The Company shall, and shall cause each of the Company shall each Subsidiaries to, give prompt notice to the other party if any Parent of the following occur after the date of this Agreement: (a) receipt any event which would reasonably be expected to have a Company Material Adverse Effect; (b) the occurrence or nonoccurrence of any written notice event, the occurrence or non-occurrence of which is reasonably likely to cause any representation or warranty of the Company in this Agreement to be untrue or incomplete at or prior to the receiving party Effective Time; (c) any failure of the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (d) any notice or other communication from any third person Governmental Authority in connection with the Transactions; (e) any notice from any Person alleging that the consent or approval of such third person Person is or may be required in connection with the Transactions; and (bf) receipt of any notice or other communication from any Governmental AuthorityAction commenced or, the Nasdaq (or any other securities market) in connection with the Transactions; or (c) if to the Knowledge knowledge of the Company there has occurredthreatened against, relating to or if Parent obtains knowledge involving or otherwise affecting the Company’s business or that relates to the consummation of the occurrence ofTransactions. Except as provided in this Section 5.9, as applicable, any such disclosure shall not constitute an event which would or would be reasonably likely exception to result in the failure of any condition representations and warranties set forth in Article VII to be satisfied. Without limiting 2, shall not limit the foregoingrights of Parent under this Agreement for any breach by the Company of such representations and warranties, unless prohibited including, under any Privacy ObligationsArticle 7 and Article 8, and shall not have the effect of satisfying any of the conditions to obligations of Parent set forth in each case subject to Section 6.02(a)Sections 6.1 and 6.2. provided, the Company shall notify Parent in writing promptly, and in any event within seventy-two that (72A) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of if (1) such disclosure by the Company or any Company Subsidiary that would Subsidiaries is made in order to set forth any matter, fact or item first occurring or arising after the date hereof and (i2) reasonably be expected to be material to Parent has the Company Groupright to, taken as a wholebut does not elect to, terminate this Agreement in accordance with Section 8.1, then from and after the Closing, Parent or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated shall be deemed to be taken by the Company have irrevocably waived its right to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party indemnification under Article 7 with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates of the foregoing information with respect to any such Data Breach reported to Parent. In no event shall (A) the delivery of any notice by a party pursuant to this Section 6.12 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement, matter; or (B) if such disclosure is made in order to set forth any matter, fact or item first occurring or arising on or prior to the date hereof, then from and after the Closing, Parent shall have the right to indemnification pursuant to Article 7 with respect to such matter, and the applicable representation and warranty (and related schedule in the Company Disclosure Schedule) shall be read for purposes of Article 7 as if such disclosure had not been made by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this AgreementSubsidiary, the failure to deliver any such noticeas applicable, in and of itself, shall not give rise to any right to terminate under Article VIIIhereunder.

Notification of Certain Matters. Each of Inventergy, on one hand, and each of Parent and Merger Sub, on the Company other hand, shall each give prompt notice to the other party (and, if in writing, furnish copies of) if any of the following occur after occurs during the date of this AgreementExecutory Period: (ai) there has been a material failure on the part of the Party providing the notice to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (ii) receipt of any written notice to the receiving party or other communication in writing from any third person Person alleging that the consent or approval of such third person Person is or may be required in connection with the Transactionstransactions contemplated by this Agreement; (biii) receipt of any notice or other communication from any Governmental Authority, the Nasdaq (or any other securities market) Authority in connection with the Transactionstransactions contemplated by this Agreement; (iv) 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 the satisfaction of any of those conditions being materially delayed; or (cv) if the commencement or threat, in writing, of any Action against any Party or any of its Affiliates, or any of their respective properties or assets, or, to the Knowledge of the Company there has occurred, or if Parent obtains knowledge of the occurrence ofInventergy or Parent, as applicable, an event which would any officer, director, partner, member or would be reasonably likely to result in the failure of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Informationmanager, in the possession his or control her capacity as such, of the Company Inventergy or Parent, as applicable, or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Group, taken as a whole, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party their Affiliates with respect to the consummation of Merger. No such Data Breach. Subject to, and in accordance with, Section 6.02(a), notice to any Party shall constitute an acknowledgement or admission by the Company shall provide Parent with reasonable periodic updates Party providing notice regarding whether or not any of the foregoing conditions to Closing or to the consummation of the Merger have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached. Moreover, no information with respect to or knowledge obtained by any such Data Breach reported to Parent. In no event shall (A) the delivery of any notice by a party Party hereto pursuant to this Section 6.12 limit 4.04 will affect or otherwise affect the respective rights, obligations, representations, warranties, covenants be deemed to modify any representation or agreements of the parties warranty contained herein or the conditions to the obligations of the parties under this Agreement, or (B) disclosure by Parties to consummate the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIIIMerger.

Notification of Certain Matters. Parent and From the Agreement Date until the Effective Time, the Company shall each give prompt notice to the other party promptly, and in any event within two (2) Business Days notify Parent (i) if any of the following occur after the date of this Agreement: (a) receipt of Acquired Companies receives any written notice to the receiving party or other communication from any third person Person alleging that the consent or approval of such third person Person is or may be required in connection with the TransactionsMerger; (bii) receipt if any of the Acquired Companies receives any notice or other communication from any Governmental Authority, the Nasdaq (or any other securities market) Body in connection with the TransactionsMerger; or (ciii) if any change or circumstance occurs that could reasonably be expected to delay or impede the Knowledge ability of the Company there has occurred, or if Parent obtains knowledge to perform its obligations pursuant to this Agreement and to effect the consummation of the occurrence of, as applicable, an event which would or would be reasonably likely Merger and the other Transactions. Prior to result in the failure of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy ObligationsClosing, and in each case subject except with respect to Section 6.02(a)any matters already disclosed to Parent pursuant to the preceding sentence, the Company shall notify Parent in writing if any change or circumstance occurs (or fails to occur) or any of the Acquired Companies receives any notice or other communication that, had it occurred on or before the date of this Agreement, would have been required to be disclosed to Parent pursuant to Article II of this Agreement. From the Agreement Date until the Effective Time, Parent shall promptly, and in any event within seventy-two (722) hoursBusiness Days, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control of notify the Company or any Company Subsidiary that would (i) if Parent or Merger Sub receives any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the Merger; (ii) if Parent or Merger Sub receives any notice or other communication from any Governmental Body in connection with the Merger; or (iii) if any change or circumstance occurs that could reasonably be expected to be material to delay or impede the Company Group, taken as a whole, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates ability of the foregoing information with respect Parent or Merger Sub to any such Data Breach reported perform their respective obligations pursuant to Parentthis Agreement and to effect the consummation of the Merger and the other Transactions. In no event shall (A) the The delivery of any notice by a party pursuant to this Section 6.12 5.10 shall not limit or otherwise affect any remedies available to the respective rights, obligations, Party receiving such notice or affect the representations, warranties, covenants or agreements of the parties Parties or the conditions to the obligations obligation of the parties Parties under this Agreement, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIII.

Notification of Certain Matters. Parent and the The Company shall each give ------------------------------- prompt notice to the other party Parent if any of the following occur occurs after the date of this Agreement: (ai) any notice of, or other communication relating to, a material default or Event which, with notice or lapse of time or both, would become a material default under any Significant Contract; (ii) receipt of any written notice to the receiving party or other communication in writing from any third person alleging that the consent or approval Consent of such third person is or may be required in connection with the Transactionstransactions contemplated by this Agreement (other than a Consent disclosed pursuant to Sections 2.5 or 2.6 or not required to be disclosed pursuant to the terms of such sections); (biii) amend or waive any of the provisions of the Voting Agreements, the Miscellaneous Agreement, the Xxxxxxx Non-Compete Agreement or the Severance Agreement; receipt of any material notice or other communication from any Governmental AuthorityAuthority (including, but not limited to, the Nasdaq (NYSE or any other securities marketexchange) in connection with the Transactionstransactions contemplated by this Agreement; (iv) the occurrence of any Event or Events which, individually or in the aggregate, would have a Company Material Adverse Effect; (cv) if to the Knowledge commencement or threat of any Litigation involving or affecting the Company there has occurredor any Company Subsidiary, or if Parent obtains knowledge any of the occurrence oftheir respective properties or assets, as applicableor, an event which would to its knowledge, any employee, agent, director or would be reasonably likely to result in the failure of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable Information, in the possession or control officer of the Company or any Company Subsidiary that Subsidiary, in his or her capacity as such or as a fiduciary under a Benefit Plan of the Company, which, if pending on the date hereof, would (i) reasonably be expected have been required to be material have been disclosed in or pursuant to this Agreement or which relates to the Company Group, taken as a wholeconsummation of the Merger, or (ii) require any notification to be given to material development in connection with any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken Litigation disclosed by the Company in or pursuant to investigate, remediate, mitigate and contain such Data Breach this Agreement or the Company Securities Filings; (vi) the occurrence of any Event that causes or is reasonably likely to cause a breach by the Company of any provision of this Agreement; and (Cvii) the occurrence of any notifications provided Event that occurred prior to the date of this Agreement that would have a Company Material Adverse Effect. If the Company receives an administrative or other order or notification relating to any violation or claimed violation of the rules and regulations of any Governmental Authority that could affect the ability of Parent, Merger Sub or the Company to consummate the transactions contemplated hereby, or should the Company become aware of any fact including any change in law or regulations (or anticipated any interpretation thereof) that is reasonably likely to cause such Governmental Authority to withhold its Consent to or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party with respect to such Data Breach. Subject to, approval of the Merger and in accordance with, Section 6.02(a)the transactions contemplated hereby, the Company shall provide promptly notify the Parent with and the Company shall use commercially reasonable periodic updates of the foregoing information with respect efforts to take such steps as may be necessary to remove any such Data Breach reported impediment to Parent. In no event shall (A) consummate the delivery of any notice transactions contemplated by a party pursuant to this Section 6.12 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary in this Agreement, the failure to deliver any such notice, in and of itself, shall not give rise to any right to terminate under Article VIII.

Notification of Certain Matters. Parent and During the Company Interim Period, each Party shall each give prompt notice to the other party Parties if any of the following occur after the date of this Agreementsuch Party or its Affiliates: (a) receipt of fails to comply with or satisfy any written covenant, condition or agreement to be complied with or satisfied by it or its Affiliates hereunder in any material respect; (b) receives any notice to the receiving party or other communication in writing from any third person Person (including any Governmental Authority) alleging (i) that the consent or approval Consent of such third person Person is or may be required in connection with the TransactionsContemplated Transactions or (ii) any non-compliance with any applicable Law by such Party or its Affiliates; (bc) receipt of receives any notice or other communication from any Governmental Authority, the Nasdaq (or any other securities market) Authority in connection with the Contemplated Transactions; (d) becomes Knowledgeable of any fact or circumstance that, or becomes Knowledgeable of 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 Closing set forth in Article IX not being satisfied or the satisfaction of those conditions being materially delayed; or (ce) if becomes aware of the commencement or written threat of any Action against such Party or any of its Affiliates, or any of their respective properties or assets, or, to the Knowledge of the Company there has occurredsuch Party, or if Parent obtains knowledge of the occurrence of, as applicable, an event which would or would be reasonably likely to result in the failure of any condition set forth in Article VII to be satisfied. Without limiting the foregoing, unless prohibited under any Privacy Obligations, and in each case subject to Section 6.02(a), the Company shall notify Parent in writing promptly, and in any event within seventy-two (72) hours, upon becoming aware of any unauthorized access or use of any sensitive or confidential information, including Personally Identifiable InformationRepresentative, in the possession his, her or control of the Company or any Company Subsidiary that would (i) reasonably be expected to be material to the Company Groupits capacity as such, taken as a whole, or (ii) require any notification to be given to any Person under any Privacy Obligation, and provide Parent with the following information in reasonable detail (to the extent reasonably available to the Company): (A) the nature and scope of such Data Breach (including the types Party or of Personally Identifiable Information and number of individuals impacted, if applicable), (B) a summary of efforts taken or anticipated to be taken by the Company to investigate, remediate, mitigate and contain such Data Breach and (C) any notifications provided (or anticipated or otherwise required to be provided) to any Governmental Authority, impacted individual or other third party its Affiliates with respect to such Data Breach. Subject to, and in accordance with, Section 6.02(a), the Company shall provide Parent with reasonable periodic updates consummation of the foregoing information with respect to Contemplated Transactions. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any such Data Breach reported to Parent. In no event shall (A) the delivery of any notice by a party pursuant to this Section 6.12 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the obligations Closing have been satisfied or in determining whether or not any of the parties under this Agreementrepresentations, warranties or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Schedule or constitute an exception to any representation or warranty. Notwithstanding anything to the contrary covenants contained in this AgreementAgreement have been breached. During the Interim Period, Purchaser shall keep the failure to deliver Owners’ Representative reasonably informed regarding the status of Purchaser’s discussions with potential SPACs, including by providing the Owners’ Representative with drafts of any letters of intent, business combination agreements (or similar agreements) and material ancillary agreements exchanged between the Purchaser and any such noticepotential SPAC, in and shall provide the Owners’ Representative with a copy of itself, shall not give rise to any right to terminate under Article VIIIexecuted letter of intent or business combination agreement (or similar agreement) promptly upon execution thereof.