Common use of Notification of Certain Matters Clause in Contracts

Notification of Certain Matters. During the Interim Period, each of the Parties shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller); (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware 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 set forth in Article VIII to not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller), or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties Party shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): Affiliates: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Affiliates; (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware 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 VIII to VII not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties Purchaser shall give prompt notice to the other Parties Company if such Party any of the following occur after the date of this Agreement: (i) any representation or its Affiliates (or, with warranty made by Purchaser in this Agreement is untrue or inaccurate in any material respect at any time from the date hereof to the CompanyEffective Time; (ii) there has been a material failure of Purchaser, Merger Sub or any Seller): (a) fails of their representatives to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respectthem hereunder; (biii) receives receipt of any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by Agreement, provided that such Party or its Affiliates (or, with respect Consent would have been required to the Company, any Seller)have been disclosed in this Agreement; (civ) receives receipt of any material notice or other communication from any Governmental Authority (including, but not limited to, the NASD) in connection with the transactions contemplated by this Agreement; (dv) discovers any fact or circumstance that, or becomes aware of the occurrence or non-occurrence of any an event the occurrence or non-occurrence of which, which would reasonably be expected to cause or result in any of the conditions set forth in Article VIII to not being satisfied or the satisfaction of those conditions being materially delayedhave a Purchaser Material Adverse Effect; or (evi) becomes aware of the commencement or threat, in writing, threat of any Action against such Party Litigation involving or affecting Purchaser or any of its Affiliates (or, with respect to the Company, any Seller)subsidiaries, or any of their respective properties or assets, or, to the Knowledge of such Partyits knowledge, any employee, agent, director or officer, director, partner, member in his or manager, in his, her or its capacity as such, of such Party Purchaser or any of its Affiliates (orsubsidiaries which, with respect if pending on the date hereof, would have been required to the Company, any Seller) with respect have been disclosed in this Agreement or which relates to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement Offer or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breachedMerger.

Notification of Certain Matters. During the Interim Period, each of the Parties Party shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): Affiliates: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Affiliates; (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware 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 VIII to VI not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties The Company shall give prompt notice to each Buyer if any of the other Parties if such Party or its Affiliates following occur after the date of this Agreement: (or, with respect to the Company, any Seller): (ai) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives receipt of any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or Agreement, provided that such consent would have been required to have been disclosed in this Agreement; (ii) receipt of any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller); (c) receives any material notice or other communication from any Governmental Authority Person (including, but not limited to, the SEC, NASD or any securities exchange) in connection with the transactions contemplated by this Agreement; (diii) discovers any fact or circumstance that, or becomes aware of the occurrence or non-occurrence of any an event the occurrence or non-occurrence of which, which would be reasonably be expected likely to cause or result in any of the conditions set forth in Article VIII to not being satisfied or the satisfaction of those conditions being materially delayedhave a Material Adverse Effect; or (eiv) becomes aware of the commencement or threat, in writing, threat of any Action against such Party litigation involving or affecting the Company or any of its Affiliates (or, with respect to the Company, any Seller)Subsidiaries, or any of their respective properties or assets, or, to the Knowledge of such Partyits knowledge, any employee, agent, director or officer, director, partner, member in his or manager, in his, her or its capacity as such, of such Party the Company or any of its Affiliates (orSubsidiaries which, with respect if pending on the date hereof, would have been required to the Company, any Seller) with respect have been disclosed in this Agreement or which relates to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing Transaction Documents; provided, however, that to the notice regarding whether or not extent that any of the conditions foregoing shall constitute material, nonpublic information, the Company shall first confirm with such Buyer that it desires to receive such information (without disclosing the Closing have been satisfied or in determining whether or not nature of any of information that may constitute material, nonpublic information) and if the representationsBuyer agrees to receive such information, warranties or covenants contained in this Agreement have been breachedthen such information shall constitute Disclosed Information for all purposes hereof.

Notification of Certain Matters. During the Interim Period, each of the Parties Party shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): Affiliates: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Affiliates; (cb) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (dc) discovers any fact or circumstance that, or becomes aware 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 VIII to VII not being satisfied or the satisfaction of those conditions being materially delayed; or (ed) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each Each of the Parties shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): Affiliates: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Affiliates; (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware 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 set forth in Article VIII to VII not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller, or with respect to the Purchaser, including any Purchaser Subsidiary): (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller); (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware 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 set forth in Article VIII to not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller), or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties Party shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): Affiliates: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Affiliates; (cb) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (dc) discovers any fact or circumstance that, or becomes aware 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 VIII to VI not being satisfied or the satisfaction of those conditions being materially delayed; or (ed) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties Party shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Sellerthe Company Shareholders): (a) fails to comply with or satisfy any covenant, condition material covenant or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Sellerthe Company Shareholders) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement Agreement, or (ii) any material non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Sellerthe Company Shareholders); (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware 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 set forth in Article VIII to X not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any material Action against such Party or any of its Affiliates (or, with respect to the Company, any Sellerthe Company Shareholders), or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Sellerthe Company Shareholders) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Merger Closing or the Share Acquisition Closing, as applicable, have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties Party shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): Affiliates: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Affiliates; (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware 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 VIII to not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each Each of the Parties Company, Merger Sub and Acquiror shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): one another of (a) fails to comply any notice of, or other communication relating to, a default or event which, with notice or satisfy any covenantlapse of time or both, condition or agreement to be complied with or satisfied would become a default, received by it or its Affiliates (or, with respect subsequent to the Companydate of this Agreement and prior to the Effective Time, under any Seller) hereunder in any contract material respect; to the financial condition, properties, businesses or results of operations of it to which it is a party or is subject, (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates (orAgreement, with respect to the Company, any Seller); (c) receives any notice material adverse change in its (together with its subsidiaries taken as a whole) businesses, results of operations, properties, assets, liabilities, prospects or condition (financial or otherwise), other communication than changes resulting from any Governmental Authority in connection with the transactions contemplated by this Agreement; general economic conditions, (d) discovers any fact representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect (including in the case of representations or warranties by the Company or Acquiror, as applicable, such party's receiving knowledge of any fact, event or circumstance that, which may cause any representation qualified as to the knowledge of such party to be or becomes aware of the occurrence become untrue or non-occurrence of any event the occurrence or non-occurrence of which, would reasonably be expected to cause or result inaccurate in any of the conditions set forth in Article VIII to not being satisfied or the satisfaction of those conditions being materially delayed; material respect) or (e) becomes aware the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the commencement parties or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller), or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any obligations of the representations, warranties or covenants contained in parties under this Agreement have been breachedAgreement.

Notification of Certain Matters. During Each of Parent and the Interim Period, each of the Parties Company shall give prompt notice to the other Parties (and, if such in writing, furnish copies of) if any of the following occurs after the date of this Agreement: (i) there has been a material failure on the part of the Party or its Affiliates (or, with respect to providing the Company, any Seller): (a) fails notice to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respecthereunder; (bii) receives receipt of any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or Agreement, (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to including the Company, any SellerMerger); (ciii) receives receipt of any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this AgreementAgreement (including the Merger); (div) discovers the discovery of any fact or circumstance that, or becomes aware 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 Merger set forth in Article VIII to VI not being satisfied or the satisfaction of those conditions being materially delayed; or (ev) becomes aware of the commencement or threat, in writing, of any Action against such any Party or any of its Affiliates (or, with respect to the Company, any Seller)affiliates, or any of their respective properties or assets, or, to the Knowledge knowledge of such Partythe Company or Parent, as applicable, any officer, director, partner, member or manager, in his, his or her or its capacity as such, of such Party the Company or Parent, as applicable, or any of its Affiliates (or, with respect to the Company, any Seller) their affiliates with respect to the consummation of the transactions contemplated by this AgreementMerger. No such notice to any Party shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to Closing or to the Closing 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.

Notification of Certain Matters. During the Interim Period, each Each of the Parties shall give prompt notice to the other Parties if such any of the following occurs after the date of this Agreement: (i) there has been a material failure on the part of the Party or its Affiliates (or, with respect to providing the Company, any Seller): (a) fails notice to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respecthereunder; (bii) receives receipt of any notice or other communication in writing from any third party (including any Governmental Authority) alleging (iA) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement (other than those Consents that are already disclosed as of the date of this Agreement on the disclosure schedules to this Agreement as being required in connection with the transactions contemplated by this Agreement) or (iiB) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Law; (ciii) receives receipt of any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (div) discovers the discovery of any fact or circumstance that, or becomes aware 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 set forth in Article VIII to not being satisfied or the satisfaction of those conditions being materially delayed; or (ev) becomes aware of the commencement or threat, in writing, of any Action against such any Party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties shall Party will give prompt notice to the other Parties if such Party or its Affiliates (orif, with respect to the CompanyKnowledge of such Party, any Seller): such Party: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental AuthorityEntity) alleging (i) that the Consent consent of such third party is or may be required in connection with the transactions contemplated by this Agreement Transactions or (ii) any material non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Affiliates; (c) receives any notice or other communication from any Governmental Authority Entity in connection with the transactions contemplated by this AgreementTransactions; (d) discovers any fact or circumstance that, or becomes aware 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 VIII to VI not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, or any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this AgreementTransactions. No such notice shall will constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties Party shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): Affiliates: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Affiliates; (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware 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 VIII to IX not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties Party shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): (a) fails to comply with or satisfy any covenant, condition material covenant or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement Transactions or (ii) any material non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller); (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this AgreementTransactions; (d) discovers any fact or circumstance that, or becomes aware 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 set forth in Article VIII to X not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any material Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller), or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this AgreementTransactions. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties shall give prompt notice to the other Parties if such Party or its Affiliates (or, or with respect to the CompanyLLIT, including any SellerLLIT Subsidiary): (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Affiliates; (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware 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 set forth in Article VIII to not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller), or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each Each of the Parties Parent and Chaparral shall give prompt notice to the other Parties (and, if such in writing, furnish copies of) if any of the following occurs after the date of this Agreement: (i) there has been a material failure on the part of the Party or its Affiliates (or, with respect to providing the Company, any Seller): (a) fails notice to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respecthereunder; (bii) receives receipt of any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement Agreement, (including the Merger or (iias a result of the transactions contemplated hereby) or any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Law; (ciii) receives receipt of any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this AgreementAgreement (including the Merger or as a result of the transactions contemplated hereby); (div) discovers the discovery of any fact or circumstance that, or becomes aware 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 Merger set forth in Article VIII to VI not being satisfied or the satisfaction of those conditions being materially delayed; or (ev) becomes aware of the commencement or threat, in writing, of any Action against such any Party or any of its Affiliates (or, with respect to the Company, any Seller)affiliates, or any of their respective properties or assets, or, to the Knowledge knowledge of such PartyChaparral or Parent, as applicable, any officer, director, partner, member or manager, in his, his or her or its capacity as such, of such Party Chaparral or Parent, as applicable, or any of its Affiliates (or, with respect to the Company, any Seller) their affiliates with respect to the consummation of the transactions contemplated by this AgreementMerger. No such notice to any Party shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to Closing or to the Closing 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.

Notification of Certain Matters. During the Interim Period, each of the Parties Party shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): Affiliates: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Affiliates; (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware 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 VIII to IX not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties Party shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): Affiliates: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party Third Party (including any Governmental Authority) alleging (i) that the Consent of such third party Third Party is or may be required in connection with the transactions contemplated by this Agreement Transactions or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Affiliates; (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this AgreementTransactions; (d) discovers any fact or circumstance that, or becomes aware of the occurrence or non-occurrence of any event the occurrence or non-non- occurrence of which, would reasonably be expected to cause or result in any of the conditions to the Closing set forth in Article VIII to VI not being satisfied at the Closing or the satisfaction of those conditions being materially delayeddelayed past the Outside Date; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this AgreementTransactions. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each Each of the Parties shall give prompt notice to the other Parties if such any of the following occurs after the date of this Agreement: (i) there has been a material failure on the part of the Party or its Affiliates (or, with respect to providing the Company, any Seller): (a) fails notice to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respecthereunder; (bii) receives receipt of any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Law; (ciii) receives receipt of any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (div) discovers the discovery of any fact or circumstance that, or becomes aware 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 set forth in Article VIII to VI not being satisfied or the satisfaction of those conditions being materially delayed; or (ev) becomes aware of the commencement or threat, in writing, of any Action against such any Party or any of its Affiliates (or, with respect to the Company, any Seller)affiliates, or any of their respective properties or assets, or, to the Knowledge knowledge of such Partythe Company or Li3, as applicable, any officer, officer or director, partner, member in his or manager, in his, her or its capacity as such, of such Party the Company or Li3, as applicable, or any of its Affiliates (or, with respect to the Company, any Seller) their affiliates with respect to the consummation of the transactions contemplated by this Agreement. No such notice to any Party shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each Each of the Parties parties shall give prompt notice to the other Parties Company and OAC if such Party or its Affiliates any of the following occurs during the Interim Period: (or, with respect to i) there has been a material failure on the Company, any Seller): (a) fails 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 or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respecthereunder; (bii) receives receipt of any notice or other communication in writing from any third party (including any Governmental Authority) alleging (iA) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement (other than those Consents specified in the Disclosure Schedules or those Consents that are not material) or (iiB) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, in any Seller)material respect; (ciii) receives receipt of any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (div) discovers the discovery of any fact or circumstance that, or becomes aware 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 set forth in Article VIII to VII not being satisfied or the satisfaction of those conditions being materially delayed; or (ev) becomes aware of the commencement or threator, in writingto the Knowledge of such party, threat of any Action against such Party any party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Partyparty, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties Party shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Sellerthe Company Shareholders): (a) fails to comply with or satisfy any covenant, condition material covenant or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Sellerthe Company Shareholders) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Transactions; (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this AgreementTransactions; (d) discovers any fact or circumstance that, or becomes aware 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 set forth in Article VIII to XI not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any material Action against such Party or any of its Affiliates (or, with respect to the Company, any Sellerthe Company Shareholders), or any of their respective properties or assets, or, to the Knowledge knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Sellerthe Company Shareholders) with respect to the consummation of the transactions contemplated by this AgreementTransactions. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the First Merger Closing, the Second Merger Closing or the Share Contribution Closing, as applicable, have been satisfied or in determining whether or not any of the representations, warranties warranties, covenants, obligations or covenants agreements contained in this Agreement have been breached.

Notification of Certain Matters. During Each of Parent and the Interim Period, each of the Parties Company shall give prompt notice to the other Parties (and, if such in writing, furnish copies of) if any of the following occurs after the date of this Agreement: (i) there has been a material failure on the part of the Party or its Affiliates (or, with respect to providing the Company, any Seller): (a) fails notice to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respecthereunder; (bii) receives receipt of any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement Agreement, (including the Merger or (iias a result of the transactions contemplated hereby) or any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Educational Law; (ciii) receives receipt of any notice or other communication from any Governmental Authority or Educational Agency in connection with the transactions contemplated by this AgreementAgreement (including the Merger or as a result of the transactions contemplated hereby); (div) discovers the discovery of any fact or circumstance that, or becomes aware 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 Merger set forth in Article VIII to VI not being satisfied or the satisfaction of those conditions being materially delayed; or (ev) becomes aware of the commencement or threat, in writing, of any Action against such any Party or any of its Affiliates (or, with respect to the Company, any Seller)affiliates, or any of their respective properties or assets, or, to the Knowledge knowledge of such Partythe Company or Parent, as applicable, any officer, director, partner, member or manager, in his, his or her or its capacity as such, of such Party the Company or Parent, as applicable, or any of its Affiliates (or, with respect to the Company, any Seller) their affiliates with respect to the consummation of the transactions contemplated by this AgreementMerger. No such notice to any Party shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to Closing or to the Closing 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.

Notification of Certain Matters. During the Interim PeriodThe Company shall promptly (and in any event within two (2) Business Days) notify Parent, each of the Parties and Parent shall give prompt notice to the other Parties if such Party or its Affiliates promptly (or, with respect to and in any event within two (2) Business Days) notify the Company, any Seller): of (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing received by such party from any third party (including Governmental Authority in connection with this Agreement, the Merger or the transactions contemplated hereby, or from any Governmental Authority) person alleging (i) that the Consent consent of such third party person is or may be required in connection with the Merger or the transactions contemplated by this Agreement hereby, if the subject matter of such communication or (ii) any non-compliance with any Law by the failure of such Party or its Affiliates (or, with respect party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, (b) any Seller); 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 this Agreement, the Merger or the transactions contemplated hereby and (c) receives the discovery by such party of any notice fact, circumstance or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance thatevent, or becomes aware of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would which could reasonably be expected 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 set forth in Article VIII of the obligations of such party to consummate the Merger not being to be satisfied or the satisfaction of those conditions being which to be materially delayed; . The delivery of any notice pursuant to this Section 6.7 shall not limit or (e) becomes aware otherwise affect the remedies available hereunder to the party receiving such notice or the representations or warranties or covenants of the commencement parties or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller), or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any obligations of the representations, warranties or covenants contained in this Agreement have been breachedparties hereunder.

Notification of Certain Matters. During the Interim Period, each of the Parties shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller); (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware 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 set forth in Article VIII to not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller), or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each Each of the Parties shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): Affiliates: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Affiliates; (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware 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 set forth in Article VIII to not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): Affiliates: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Affiliates; (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware 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 set forth in Article VIII to VI not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): Affiliates: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Affiliates; (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware 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 set forth in Article VIII to VII not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties Party shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): Affiliates: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any material non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Affiliates; (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware 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 ARTICLE VIII to not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party Party, or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each Each of the Parties shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): Affiliates: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Affiliates; (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware 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 set forth in Article VIII to VI not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. (a) During the Interim Pre-Closing Period, each of the Parties shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): Affiliates: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental AuthorityEntity) alleging (i) that the Consent consent, approval, waiver or filing of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Affiliates; (c) receives any notice or other communication from any Governmental Authority Entity in connection with the transactions contemplated by this Agreement; or (d) discovers any fact or circumstance that, or becomes aware 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 set forth in Article VIII to not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action action against such Party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective properties or assets, or, to the Knowledge knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties Party shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): Affiliates: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement Transactions or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Affiliates; (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this AgreementTransactions; (d) discovers any fact or circumstance that, or becomes aware 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 set forth in Article VIII to VI not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this AgreementTransactions. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement or a Joinder Agreement, as applicable, have been breached.

Notification of Certain Matters. During Each of Parent and the Interim Period, each of the Parties Company shall give prompt notice to the other Parties (and, if such in writing, furnish copies of) if any of the following occurs after the date of this Agreement: (i) there has been a material failure on the part of the Party or its Affiliates (or, with respect to providing the Company, any Seller): (a) fails notice to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respecthereunder; (bii) receives receipt of any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement Agreement, (including the Merger or (iias a result of the transactions contemplated hereby) or any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Law; (ciii) receives receipt of any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this AgreementAgreement (including the Merger or as a result of the transactions contemplated hereby); (div) discovers the discovery of any fact or circumstance that, or becomes aware 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 Merger set forth in Article VIII to VII not being satisfied or the satisfaction of those conditions being materially delayed; or (ev) becomes aware of the commencement or threat, in writing, of any Action against such any Party or any of its Affiliates (or, with respect to the Company, any Seller)affiliates, or any of their respective properties or assets, or, to the Knowledge knowledge of such Partythe Company or Parent, as applicable, any officer, director, partner, member or manager, in his, his or her or its capacity as such, of such Party the Company or Parent, as applicable, or any of its Affiliates (or, with respect to the Company, any Seller) their affiliates with respect to the consummation of the transactions contemplated by this AgreementMerger. No such notice to any Party shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to Closing or to the Closing 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.

Notification of Certain Matters. During the Interim Period, each Each of the Parties shall give prompt notice to the other Parties Company and OAC if such any of the following occurs during the Interim Period: (i) there has been a material failure on the part of the Party or its Affiliates (or, with respect to providing the Company, any Seller): (a) fails notice to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respecthereunder; (bii) receives receipt of any notice or other communication in writing from any third party (including any Governmental Authority) alleging (iA) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement (other than those Consents specified in the Disclosure Schedules or those Consents that are not material) or (iiB) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, in any Seller)material respect; (ciii) receives receipt of any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (div) discovers the discovery of any fact or circumstance that, or becomes aware 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 set forth in Article VIII to VII not being satisfied or the satisfaction of those conditions being materially delayed; or (ev) becomes aware of the commencement or threator, in writingto the Knowledge of such Party, threat of any Action against such any Party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties Party shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): (a) fails to comply with or satisfy any covenant, condition material covenant or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any material non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller); (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware 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 set forth in Article VIII to X not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any material Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller), or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties The Company shall give prompt notice to each Buyer if any of the other Parties if such Party or its Affiliates following occur after the date of this Agreement: (or, with respect to the Company, any Seller): (ai) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives receipt of any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or Agreement, provided that such consent would have been required to have been disclosed in this Agreement; (ii) receipt of any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller); (c) receives any material notice or other communication from any Governmental Authority Person (including, but not limited to, the SEC, NASD or any securities exchange) in connection with the transactions contemplated by this Agreement; (diii) discovers any fact or circumstance that, or becomes aware of the occurrence or non-occurrence of any an event the occurrence or non-occurrence of which, which would be reasonably be expected likely to cause or result in any of the conditions set forth in Article VIII to not being satisfied or the satisfaction of those conditions being materially delayedhave a Material Adverse Effect; or (eiv) becomes aware of the commencement or threat, in writing, threat of any Action against such Party litigation involving or affecting the Company or any of its Affiliates (or, with respect to the Company, any Seller)Subsidiaries, or any of their respective properties or assets, or, to the Knowledge of such Partyits knowledge, any employee, agent, director or officer, director, partner, member in his or manager, in his, her or its capacity as such, of such Party the Company or any of its Affiliates (orSubsidiaries which, with respect if pending on the date hereof, would have been required to the Company, any Seller) with respect have been disclosed in this Agreement or which relates to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing Transaction Documents; PROVIDED, HOWEVER, that to the notice regarding whether or not extent that any of the conditions foregoing shall constitute material, nonpublic information, the Company shall first confirm with such Buyer that it desires to receive such information (without disclosing the Closing have been satisfied or in determining whether or not nature of any of information that may constitute material, nonpublic information) and if the representationsBuyer agrees to receive such information, warranties or covenants contained in this Agreement have been breachedthen such information shall constitute Disclosed Information for all purposes hereof.

Notification of Certain Matters. During the Interim Period, each of Purchaser and Pubco, on the Parties one hand, and the Company, on the other hand, shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller); (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware 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 set forth in Article VIII to X not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller), or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties Party shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions Transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller); (c) receives any notice or other communication from any Governmental Authority in connection with the transactions Transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware 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 set forth in Article VIII to X not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any SellerSeller or the Seller Representative), or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any SellerSeller or the Seller Representative) with respect to the consummation of the transactions Transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each Each of the Parties Company and HWGG shall give prompt notice to the other Parties others (and, if such in writing, furnish copies of) if any of the following occurs during the Executory Period: (i) there has been a material failure on the part of the Party or its Affiliates (or, with respect to providing the Company, any Seller): (a) fails notice to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respecthereunder; (bii) receives receipt of any notice or other communication in writing from any third party (including any Governmental Authority) Person alleging (i) that the Consent of such third party Person is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Agreement; (ciii) receives receipt of any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (div) discovers the discovery of any fact or circumstance that, or becomes aware 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 Exchange set forth in Article VIII to IX not being satisfied or the satisfaction of any of those conditions being materially delayed; or (ev) becomes aware of the commencement or threat, in writing, of any Action against such any Party or any of its Affiliates (or, with respect to the Company, any Seller)affiliates, or any of their respective properties or assets, or, to the Knowledge knowledge of such PartyHWGG or Company, as applicable, any officer, director, director or partner, member in his or manager, in his, her or its capacity as such, of such Party HWGG or of its Affiliates (or, with respect to the Company, as applicable, or any Seller) of their affiliates with respect to the consummation of the transactions contemplated by this AgreementExchange. No such notice to any Party shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to Closing or to the Closing 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. Moreover, no information or knowledge obtained by any Party hereto pursuant to this Section 7.3 will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the Parties to consummate the Exchange.

Notification of Certain Matters. During the Interim Period, each of the Parties Party shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): Affiliates: (a) fails to comply in any material respect with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respecthereunder; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement Agreement, or (ii) any material non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Affiliates; (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware 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 set forth in Article VIII to VII not being satisfied or satisfied, the satisfaction of those conditions being materially delayed, or that would require any amendment or supplement to the Registration Statement; or (e) becomes aware of the commencement or threat, in writing, of any material Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During Each of Buyer and the Interim Period, each of the Parties Company shall give prompt notice to the other Parties (and, if such Party or its Affiliates in writing, furnish copies of) if any of the following occurs after the date of this Agreement: (or, with respect to i) there has been a material failure on the Company, any Seller): (a) fails 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 or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respecthereunder; (bii) receives receipt of any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Agreement; (ciii) receives receipt of any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (div) discovers the discovery of any fact or circumstance that, or becomes aware 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 set forth in Article VIII to ARTICLE IX not being satisfied or the satisfaction of those conditions being materially delayed; or (ev) becomes aware of the commencement or threat, in writing, of any Action against such Party any party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective properties or assets, or, to the Knowledge knowledge of such Partythe Company or Buyer, as applicable, any officer, director, partner, member or manager, in his, his or her or its capacity as such, of such Party the Company or Buyer, as applicable, or any of its their Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice to any party shall constitute an acknowledgement or admission by the Party party providing the notice regarding whether or not any of the conditions to Closing or to the Closing consummation of the transactions contemplated hereby have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties Party shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): Affiliates: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Affiliates; (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware 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 VIII to X not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): Affiliates: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third (3rd) party (including any Governmental Authority) alleging (i) that the Consent consent, approval, waiver or filing of such third (3rd) party is or may be required in connection with the transactions contemplated by this Agreement Transactions or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Affiliates; (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this AgreementTransactions; (d) discovers any fact or circumstance that, or becomes aware 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 set forth in Article VIII to VII (Conditions Precedent) not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective properties or assets, or, to the Knowledge knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this AgreementTransactions. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties Party shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any such Seller): (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any material non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller); (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware 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 set forth in Article VIII to IX not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller), or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties Party shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): Affiliates: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement Transactions or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Affiliates; (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this AgreementTransactions; (d) discovers any fact or circumstance that, or becomes aware 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 VIII to VI not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this AgreementTransactions. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties Party shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): Affiliates: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any material non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Affiliates; (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware 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 set forth in Article VIII to ARTICLE IX not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any material Action with respect to the consummation of the transactions contemplated by this Agreement against such Party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this AgreementAffiliates. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each the Company will promptly notify Parent of the Parties shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing received by the Company or its Subsidiaries from any third party (including Governmental Body in connection with the transactions contemplated by this Agreement or from any Governmental Authority) Person alleging (i) that the Consent consent of such third party Person is or may be required in connection with the transactions contemplated by this Agreement or Agreement, (iib) any non-compliance with any Law by such Party or its Affiliates (Proceedings commenced or, with respect to the knowledge of the Company, any Seller); (c) receives any notice threatened against, relating to or other communication from any Governmental Authority in connection with involving or otherwise affecting the Company and its Subsidiaries that relate to the transactions contemplated by this Agreement; , (dc) discovers the discovery of any fact or circumstance that, or becomes aware of the occurrence or non-occurrence of any event the occurrence or non-non- occurrence of which, would reasonably has caused any representation or warranty made by such party contained in this Agreement to be expected to cause untrue or result inaccurate in any of the conditions material respect or that would render any condition set forth in Article VIII to not Section 7.2(a) incapable of being satisfied (whether or the satisfaction not curable), (d) any failure of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller), or any of their respective properties or assets, its Subsidiaries or, to the Knowledge knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, their respective Representatives to comply with or satisfy any Sellercovenant or agreement to be complied with or satisfied by it hereunder; and (e) with respect any Material Adverse Effect. For the avoidance of doubt, the delivery of any notice pursuant to this Section 6.2 will not (i) cure any breach of, or non-compliance with, any other provision of this Agreement, (ii) limit the remedies available to the consummation Indemnified Persons, or (iii) constitute an acknowledgment or admission of the transactions contemplated by breach of this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the CompanyCompany Parties, any Seller): (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the CompanyCompany Parties, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the CompanyCompany Parties, any Seller); (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware 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 set forth in Article VIII to not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the CompanyCompany Parties, any Seller), or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the CompanyCompany Parties, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each Each of the Parties shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): Party: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Affiliates; (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware of the occurrence or non-occurrence of any event event, the occurrence or non-occurrence of which, which would reasonably be expected to cause or result in any of the conditions set forth in Article VIII to VII not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties Party shall give prompt notice to the other Parties if such Party or its Affiliates Affiliates: (or, with respect to the Company, any Seller): (ai) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (bii) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Affiliates; (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware 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 VIII to VI not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim PeriodThe Company shall give prompt notice to Parent, each of the Parties and Parent shall give prompt notice to the other Parties if Company, of (a) the occurrence, or non-occurrence, of any event, the occurrence, or non-occurrence, of which could reasonably be expected to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect; provided that any such Party notice by the Company shall not be deemed to have qualified or its Affiliates modified the representations and warranties of the Company contained in this Agreement for the purposes of determining whether the conditions specified in Article VII have been satisfied, (or, with respect to b) any failure of the Company, any Seller): (a) fails Parent or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it or its Affiliates hereunder, (or, with respect to the Company, any Sellerc) hereunder in any material respect; (b) receives any notice or other communication in writing received by such party from any third party (including Governmental Authority in connection with the Transactions or from any Governmental Authority) Person alleging (i) that the Consent consent of such third party Person is or may be required in connection with the transactions contemplated by this Agreement Transactions, if the subject matter of such communication or (ii) any non-compliance with any Law by the failure of such Party or its Affiliates (or, with respect party to obtain such consent could be material to the Company, any Seller); (c) receives any notice the Surviving Corporation or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; Parent, (d) discovers any fact actions, suits, claims, investigations or circumstance thatproceedings commenced or, to such party’s knowledge, threatened against, relating to or, involving or becomes aware 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 set forth in Article VIII to not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against otherwise affecting such Party party or any of its Affiliates (or, with respect Subsidiaries which relate to the Company, Transactions and any Seller), or any of their respective properties or assets, or, other material development relating to the Knowledge business, prospects, financial condition or results of such Partyoperations of the Company and its Subsidiaries; provided, however, that the delivery of any officer, director, partner, member notice pursuant to this Section 6.10 shall not limit or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect otherwise affect the remedies available hereunder to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No party receiving such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breachednotice.

Notification of Certain Matters. During the Interim Period, each of the Parties Party shall give prompt notice to the other Parties as promptly as practicable if such Party or its Affiliates (or, with respect to the Company, any Seller): Affiliates: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in a manner as would reasonably be expected to cause or result in any material respectof the conditions set forth in Article XII not being satisfied or the satisfaction of those conditions being materially delayed; (b) receives any notice or other communication in writing from any third party Person who is not a Party (including any Governmental Authority) alleging (i) that the Consent of such third party Person is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law that the consummation of the Transactions by such Party or its Affiliates (or, with respect to the Company, any Seller)would violate applicable Law; (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware 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 set forth in Article VIII to XII not being satisfied or the satisfaction of those conditions being materially delayed; , or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the First Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties Party shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Sellerthe Company Shareholders): (a) fails to comply with or satisfy any covenant, condition material covenant or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Sellerthe Company Shareholders) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement Agreement, or (ii) any material non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Sellerthe Company Shareholders); (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware 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 set forth in Article VIII to X not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any material Action against such Party or any of its Affiliates (or, with respect to the Company, any Sellerthe Company Shareholders), or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Sellerthe Company Shareholders) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each Each of the Parties BBV and Migami shall give prompt notice to the other Parties (and, if such in writing, furnish copies of) if any of the following occurs after the date of this Agreement: (i) there has been a material failure on the part of the Party or its Affiliates (or, with respect to providing the Company, any Seller): (a) fails notice to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respecthereunder; (bii) receives receipt of any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement Agreement, (including the Merger or (iias a result of the transactions contemplated hereby) or any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Law; (ciii) receives receipt of any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this AgreementAgreement (including the Merger or as a result of the transactions contemplated hereby); (div) discovers the discovery of any fact or circumstance that, or becomes aware 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 Merger set forth in Article VIII to VI not being satisfied or the satisfaction of those conditions being materially delayed; or (ev) becomes aware of the commencement or threat, in writing, of any Action against such any Party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective properties or assets, or, to the Knowledge of such PartyMigami or BBV, as applicable, any officer, director, partner, member or manager, in his, his or her or its capacity as such, of such Party Migami or BBV, as applicable, or any of its their Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this AgreementMerger. No such notice to any Party shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to Closing or to the Closing 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.. EXECUTION COPY

Notification of Certain Matters. During the Interim Period, each of the Parties Party shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): Affiliates: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Affiliates; (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware 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 VIII to ARTICLE X not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties shall Party will give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): Affiliates: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any material non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Affiliates; (cb) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (dc) discovers any fact or circumstance that, or becomes aware of the occurrence or non-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 VIII to VII not being satisfied or the satisfaction of those conditions being materially delayed; or (ed) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall will constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, (a) each of the Parties Party shall give prompt notice to the other Parties if such Party or its Affiliates Affiliates, and (orb) the Company shall give prompt notice to Spinco and the Parent if, with respect to the Company, any Seller): ’s Knowledge: (ai) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (orhereunder, with respect to the Company, any Seller) hereunder in any material respect; (bii) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (iA) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (iiB) any material non-compliance with any Law by such Party Person or its Affiliates (or, or any non-compliance with respect any Law anticipated to the Company, any Sellerresult in a Material Adverse Effect); (ciii) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (div) discovers any fact or circumstance that, or becomes aware of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would make any representation or warranty contained in this Agreement, false or untrue, would constitute a breach of any covenant or agreement contained in this Agreement, or would reasonably be expected to cause or result in any of the conditions to the Effective Date set forth in Article VIII to this Agreement, not being satisfied or the satisfaction of those conditions being materially delayed; or (ev) becomes aware of the commencement or threat, in writing, of any Action against such Party Person or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective properties or assets, or, to the Knowledge actual knowledge of such PartyPerson, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party Person or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing Effective Date have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties Party shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): Affiliates: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Affiliates; (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware 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 VIII to ARTICLE 7 not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties Party shall give prompt notice to the other Parties as promptly as practicable if such Party or its Affiliates (or, with respect to the Company, any Seller): Affiliates: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in a manner as would reasonably be expected to cause or result in any material respectof the conditions set forth in Article VII not being satisfied or the satisfaction of those conditions being materially delayed; (b) receives any notice or other communication in writing from any third party Person who is not a Party (including any Governmental Authority) alleging (i) that the Consent of such third party Person is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law that the consummation of the Transactions by such Party or its Affiliates (or, with respect to the Company, any Seller)would violate applicable Law; (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware 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 set forth in Article VIII to VII not being satisfied or the satisfaction of those conditions being materially delayed; delayed or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing Closings have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties Party shall give prompt notice to the other Parties if if, to its Knowledge, such Party or its Affiliates (or, with respect to the Company, any Seller): Affiliates: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Affiliates; (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware 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 VIII to VI not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties The Company shall give prompt notice to Merger Sub of: (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, received by the other Parties if such Party Company or its Affiliates (or, with respect subsidiaries subsequent to the Companydate of this Agreement and prior to the Effective Time, under any Seller): (a) fails agreement, indenture or instrument material to comply with or satisfy any covenantthe business, assets, property, condition (financial or agreement to be complied with otherwise) or satisfied by it the results of operations of the Company or its Affiliates (or, with respect subsidiaries to which the Company, any Seller) hereunder in any material respectCompany is a party or is subject; (bii) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to including the Company, any SellerMerger); (ciii) receives any notice or other communication from any Governmental Authority regulatory authority in connection con nection with the transactions contemplated by this Agreement; (div) discovers any fact material adverse change that becomes known to the Company or circumstance thatany Shareholder in the Condition of the Company or its subsidiaries taken as a whole, or becomes aware of the occurrence of an event that becomes known to the Company or non-occurrence of any event the occurrence or non-occurrence of Shareholder which, so far as reasonably can be foreseen at the time of its occurrence, would reasonably be expected to cause or result in any of such change; and (v) any claims, actions, proceedings or investigations commenced or, to the conditions set forth in Article VIII to not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, best knowledge of any Action against such Party Shareholder or any of its Affiliates (or, with respect to the Company, any Seller)threatened, involving or affecting the Company or its subsidiaries or any of their respective properties property or assets, or, to the Knowledge best knowledge of such Partyany Shareholder or the Company, any employee, consultant, director or officer, director, partner, member or manager, in his, her or its his capacity as such, of such Party the Company or of its Affiliates (orsubsidiaries which, with respect if pending on the date hereof, would have been required to the Company, any Seller) with respect have been disclosed in writing pursuant to Section 4.7 or which relates to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breachedMerger.

Notification of Certain Matters. During the Interim Period, each of the Parties shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller); (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware 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 set forth in Article VIII to IX not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller), or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties Party shall give prompt notice to the other Parties Parties, to the extent permitted by applicable Law, if such Party or its Affiliates (or, with respect to the Company, any Seller): Affiliates: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Affiliates; (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware 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 VIII to VII not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties Party shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): Affiliates: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (orhereunder, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party Person or its Affiliates (or, with respect to the Company, any Seller)Affiliates; (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would make any representation or warranty contained in this Agreement, false or untrue, would reasonably be expected to constitute a breach of any covenant or agreement contained in this Agreement, or would reasonably be expected to cause or result in any of the conditions to the Closing set forth in Article VIII to this Agreement, not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party Person or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective properties or assets, or, to the Knowledge actual knowledge of such PartyPerson, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party Person or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties Party shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): Affiliates: (a) fails in any material respect to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respecthereunder; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any material non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Affiliates; (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware 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 VIII to VI not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective material properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties The Buyer shall give prompt notice to the Company, and the Company shall give prompt notice to the Buyer, of (a) the occurrence, or failure to occur, of any event, which occurrence or failure to occur could be reasonably likely to cause (i) (x) any representation or warranty of such party contained in this Agreement that is qualified as to materiality to be untrue or inaccurate in any respect or (y) any other Parties if representation or warranty of such Party party contained in this Agreement to be untrue or its Affiliates inaccurate in any material respect, in each case at any time from and after the date of this Agreement until the Effective Time, (or, with respect to ii) any failure of the Buyer or the Company, as the case may be, or of any Seller): (a) fails officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement or (iii) any actions, suits, claims, investigations or proceedings commenced or threatened in writing against, relating to or involving such party or any of its Affiliates (or, with respect Subsidiaries that relate to the Companyconsummation of the Merger, any Seller) hereunder in any material respect; or (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent consent of such third party is or may be required in connection with the transactions contemplated by this Agreement Agreement. Notwithstanding the above, the delivery of any notice pursuant to this Section will not limit or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect otherwise affect the remedies available hereunder to the Company, any Seller); (c) receives any party receiving such notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware 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 set forth in Article VIII to not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller), or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to such party’s obligation to consummate the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breachedMerger.

Notification of Certain Matters. During the Interim Period, each of the Parties Party shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): Affiliates: (a) fails in any material respect to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respecthereunder; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any material non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Affiliates; (c) receives any written notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware 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 set forth in Article VIII to VI not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective material properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties Party shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): Affiliates: (a) fails in any material respects to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any material non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Affiliates; (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware 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 VIII to VII not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective material properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties Party shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Sellerthe Company Shareholders): (a) fails to comply with or satisfy any covenant, condition material covenant or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Sellerthe Company Shareholders) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement Transactions, or (ii) any material non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Sellerthe Company Shareholders); (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this AgreementTransactions; (d) discovers any fact or circumstance that, or becomes aware 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 set forth out in Article VIII to Clause 10 not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any material Action against such Party or any of its Affiliates (or, with respect to the Company, any Sellerthe Company Shareholders), or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Sellerthe Company Shareholders) with respect to the consummation of the transactions contemplated by this AgreementTransactions. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing Share Exchange Closing, as applicable, have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties Party shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any SellerCompany Shareholder): (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any SellerCompany Shareholder) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions Transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any SellerCompany Shareholder); (c) receives any notice or other communication from any Governmental Authority in connection with the transactions Transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware 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 End Date set forth in Article VIII to ‎Article IX not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller)Company Shareholder or the , or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any SellerCompany Shareholder or the Company Representative) with respect to the consummation of the transactions Transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing End Date have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties Party shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): Affiliates: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Affiliates; (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware 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 set forth in Article VIII to not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, commissioner, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties Party shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): Affiliates: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement consummation of the Transactions or (ii) any non-compliance with any applicable Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Affiliates; (cb) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreementconsummation of the Transactions; (dc) discovers any fact or circumstance that, or becomes aware of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would reasonably be expected to (i) cause any of the representations or warranties of such Party contained herein to be materially untrue or misleading or (ii) cause or result in any of the conditions to the Closing set forth in Article VIII to IX not being capable of being satisfied or the satisfaction of those conditions being materially delayed; or (ed) becomes aware of the commencement of, or threatreceives a written threat with respect to the commencement of, in writing, of any Action against such Party or any of its Affiliates (orAffiliates, with respect to the Company, any Seller), or any of their respective properties or assets, or, to the Knowledge knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (orAffiliates, with respect to the Companyin each case, any Seller) with respect to the consummation of the transactions contemplated by this AgreementTransactions. No such notice shall constitute an acknowledgement or admission by the Party providing the such notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller); (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware 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 set forth in Article VIII to IX not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller), or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties party hereto shall give prompt notice to the other Parties parties if such Party party or its Affiliates (or, with respect to the Target Company, any SellerStockholder): (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party party or its Affiliates (or, with respect to the Target Company, any SellerStockholder); (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (db) discovers any fact or circumstance that, or becomes aware 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 set forth in Article VIII to ARTICLE IX not being satisfied or the satisfaction of those conditions being materially delayed; or (ec) becomes aware of the commencement or threat, in writing, of any Action against such Party party or any of its Affiliates (or, with respect to the Target Company, any SellerStockholder), or any of their respective properties or assets, or, to the Knowledge of such Partyparty, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party party or of its Affiliates (or, with respect to the Target Company, any SellerStockholder) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties Party shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): Affiliates: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Affiliates; (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this AgreementAgreement or related to its compliance or noncompliance with any Law or Accounting Principles; (d) discovers any fact or circumstance that, or becomes aware 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 VIII to VI not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties Party shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller); (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware 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 set forth in Article VIII to IX not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller), or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties shall give prompt written notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): Affiliates: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respectrespect (except to the extent such covenant, condition or agreement shall by its terms be complied with or satisfied as of the Effective Time); (b) receives any written notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any material non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Affiliates; (c) receives any material written notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware 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 set forth in Article VIII to not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties Party shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): Affiliates: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement Transactions or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Affiliates; (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this AgreementTransactions; (d) discovers any fact or circumstance that, or becomes aware of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, that would reasonably be expected to cause or result in any of the conditions to set forth in Article ‎ARTICLE VIII to not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this AgreementTransactions. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties Party shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): Party: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions Transactions contemplated by this Agreement or (ii) any material non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Party; (c) receives any notice or other communication from any Governmental Authority in connection with the transactions Transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware 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 set forth in Article VIII to not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any material Action with respect to the consummation of the Transactions contemplated by this Agreement against such Party Party, or any of its Affiliates (or, with respect to the Company, any Seller), or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this AgreementParty. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Pre-Closing Period, each of the Parties Party shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): Affiliates: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental AuthorityEntity) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Affiliates; (cb) receives any notice or other communication from any Governmental Authority Entity in connection with the transactions contemplated by this Agreement; (dc) discovers any fact or circumstance that, or becomes aware 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 VIII to not being satisfied or the satisfaction of those conditions being materially delayed; or (ed) becomes aware of the commencement or threat, in writing, of any Action Proceeding against such Party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective material properties or material assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties Party shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): Affiliates: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Affiliates; (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware 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 VIII to VI not being satisfied at the Closing or the satisfaction of those conditions being materially delayeddelayed past the Outside Date; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During (a) The Sellers shall give ------------------------------- prompt notice to Parent of any notice of, or other communication relating to, a material default or event that, with notice or lapse of time or both, would become a material default, received by the Interim PeriodSellers subsequent to the date of this Agreement and prior to the Closing, each under any material contract to which the Company or any of the Parties its subsidiaries is a party or is subject. The Sellers and Parent shall give prompt notice to the each other Parties if such Party or its Affiliates of (or, with respect to the Company, any Seller): (ai) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or and (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller); (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware of the occurrence or non-occurrence of any event events the occurrence or non-occurrence of whichwhich would cause either (w) a representation or warranty con- tained in this Agreement, would reasonably in any Schedule to the Disclosure Letter or in any certificate delivered pursuant to this Agreement and not qualified by any materiality standard, to be expected untrue or inaccurate in any material respect, (x) any other representation or warranty contained in this Agreement, in any schedule to cause the Disclosure Letter or result in any certificate delivered pursuant to this Agreement, to be untrue or inaccurate in any respect, (y) any of the conditions set forth in Article VIII VI or VII to be unsatisfied in any material respect at the Closing; provided that the parties hereto need not being satisfied give notice -------- ---- with respect to events that are reported in the financial or general interest newspapers that do not specifically relate to the satisfaction of those conditions being materially delayed; or (e) becomes aware of Sellers, the commencement or threat, in writing, of any Action against such Party Company or any of its Affiliates (or, with respect to the Company, any Seller), subsidiaries or any of Parent or their respective properties businesses or assets(z) any failure to comply with or satisfy any covenants, or, condition or agreement to the Knowledge of such Party, any officer, director, partner, member be complied with or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated satisfied by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breachedit hereunder.

Notification of Certain Matters. During the Interim Period, each of the Parties Party shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): Affiliates: (a) fails in any material respect to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respecthereunder; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement Transactions or (ii) any material non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Affiliates; (c) receives any written notice or other communication from any Governmental Authority in connection with the transactions contemplated by this AgreementTransactions; (d) discovers any fact or circumstance that, or becomes aware 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 set forth in Article VIII to VI not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective material properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this AgreementTransactions. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties Party shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): Affiliates: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party Person (including any Governmental Authority) alleging (i) that the Consent of such third party Person is or may be required in connection with the transactions contemplated by this Agreement Contemplated Transactions or (ii) any non-compliance with any applicable Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Affiliates; (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this AgreementContemplated Transactions; (d) discovers becomes Knowledgeable of any fact or circumstance that, or becomes aware 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 VIII to IX not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, written threat of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or managerRepresentative, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this AgreementContemplated Transactions. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties Party shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): Affiliates: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Affiliates; (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware 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 VIII to ‎Article VI not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During Each of Buyer and the Interim Period, each of the Parties Company shall give prompt notice to the other Parties (and, if such Party or its Affiliates in writing, furnish copies of) if any of the following occurs after the date of this Agreement: (or, with respect to i) there has been a material failure on the Company, any Seller): (a) fails 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 or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respecthereunder; (bii) receives receipt of any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Agreement; (ciii) receives receipt of any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this AgreementAgreement (including the Tender Offer); (div) discovers the discovery of any fact or circumstance that, or becomes aware 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 set forth in Article VIII to ARTICLE IX not being satisfied or the satisfaction of those conditions being materially delayed; or (ev) becomes aware of the commencement or threat, in writing, of any Action against such Party any party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective properties or assets, or, to the Knowledge knowledge of such Partythe Company or Buyer, as applicable, any officer, director, partner, member or manager, in his, his or her or its capacity as such, of such Party the Company or Buyer, as applicable, or any of its their Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice to any party shall constitute an acknowledgement or admission by the Party party providing the notice regarding whether or not any of the conditions to Closing or to the Closing consummation of the transactions contemplated hereby have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties Party shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): Affiliates: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any material Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Affiliates; (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware 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 VIII to VII not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware is notified in writing of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties Party shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): Affiliates: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any material non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Affiliates; (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware 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 VIII to VI not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any the Seller): (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any the Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any the Seller); (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware 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 set forth in Article VIII to not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any the Seller), or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any the Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties Party shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement Transactions or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller); (cb) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this AgreementTransactions; (dc) discovers any fact or circumstance that, or becomes aware 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 set forth in Article VIII to IX not being satisfied or the satisfaction of those conditions being materially delayed; or (ed) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller), or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this AgreementTransactions. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During Subject to applicable laws and the Interim Periodinstructions of any applicable Governmental Entity, each of the Parties Company and Parent shall give prompt notice to keep the other Parties if such Party apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly (i) furnishing the other with copies of notices or other communications received by Parent or the Company, as the case may be, or any of its Affiliates (orSubsidiaries, from any third Person and/or any Governmental Entity with respect to the CompanyMerger and the other transactions contemplated by this Agreement, any Seller): and (ii) notifying the other of (a) fails the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be reasonably likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate as of the date hereof or as of the Closing Date, (b) any failure of Parent, 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 or its Affiliates (orhereunder, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller); (c) receives any notice changes or other communication from any Governmental Authority events having or that individually or in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, aggregate would reasonably be expected to cause have or result in any a Material Adverse Effect or prevent or materially delay the consummation of the conditions set forth in Article VIII Merger and (d) any actions, claims, suits, investigations or proceedings commenced or threatened against, relating to not being satisfied or the satisfaction of those conditions being materially delayed; affecting or (e) becomes aware of the commencement or threat, in writing, of any Action against involving such Party party or any of its Affiliates (or, with respect Subsidiaries relating to the Company, any Seller), Merger or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by hereby, provided, however, that the delivery of any notice pursuant to this Agreement. No such notice Section 7.11 shall constitute an acknowledgement not limit or admission by otherwise affect the Party providing the notice regarding whether or not any of the conditions remedies available hereunder to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breachedparty receiving such notice.

Notification of Certain Matters. During the Interim Period, each of the Parties Party shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): Affiliates: (a) fails in any material respect to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respecthereunder; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any material non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Affiliates; (c) receives any written notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware 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 set forth in Article VIII to VI not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective material properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.. 50

Notification of Certain Matters. During the Interim Period, each of the Parties shall Party will give prompt notice to the other Parties if such Party or its Affiliates (orif, with respect to the CompanyKnowledge of such Party, any Seller): such Party: (a) fails failed to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental AuthorityEntity) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement Transactions or (ii) any material non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Affiliates; (c) receives any notice or other communication from any Governmental Authority Entity in connection with the transactions contemplated by this AgreementTransactions; (d) discovers any fact or circumstance that, or becomes aware 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 VIII to ‎Article VI not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, or any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this AgreementTransactions. No such notice shall will constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties Party shall give prompt notice (to the extent permitted by Law) to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): Affiliates: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Affiliates; (cb) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (dc) discovers any fact or circumstance that, or becomes aware 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 VIII to VII not being satisfied or the satisfaction of those conditions being materially delayed; or (ed) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each Each of the Parties shall give prompt notice to BIG and Hightimes if any of the other Parties if such following occurs during the Interim Period: (i) there has been a material failure on the part of the Party or its Affiliates (or, with respect to providing the Company, any Seller): (a) fails notice to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respecthereunder; (bii) receives receipt of any notice or other communication in writing from any third party (including any Governmental Authority) alleging (iA) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement (other than those Consents specified in the Disclosure Schedules or those Consents that are not material) or (iiB) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, in any Seller)material respect; (ciii) receives receipt of any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (div) discovers the discovery of any fact or circumstance that, or becomes aware 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 set forth in Article VIII to not being satisfied or the satisfaction of those conditions being materially delayed; or (ev) becomes aware of the commencement or threator, in writingto the Knowledge of such Party, threat of any Action against such any Party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period, each of the Parties Party shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any Seller): Affiliates: (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement Transactions or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Affiliates; (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this AgreementTransactions; (d) discovers any fact or circumstance that, or becomes aware of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, that would reasonably be expected to cause or result in any of the conditions to set forth in Article ARTICLE VIII to not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any Seller)Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any Seller) with respect to the consummation of the transactions contemplated by this AgreementTransactions. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. During the Interim Period(a) Parent, on one hand, and each of the Parties Company and the Members, on the other hand, shall give prompt notice to the other Parties (and, if such in writing, furnish copies of) if any of the following occurs during the Executory Period: (i) there has been a material failure on the part of the Party or its Affiliates (or, with respect to providing the Company, any Seller): (a) fails notice to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any Seller) hereunder in any material respecthereunder; (bii) receives receipt of any notice or other communication in writing from any third party (including any Governmental Authority) Person alleging (i) that the Consent of such third party Person is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any Seller)Agreement; (ciii) receives receipt of any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (div) discovers the discovery of any fact or circumstance that, or becomes aware 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 Merger set forth in Article VIII to VI not being satisfied or the satisfaction of any of those conditions being materially delayed; or (ev) becomes aware of the commencement or threat, in writing, of any Action against such any Party or any of its Affiliates (or, with respect to the Company, any Seller)affiliates, or any of their respective properties or assets, or, to the Knowledge knowledge of such Partythe Company or Parent, as applicable, any officer, director, partner, member or manager, in his, his or her or its capacity as such, of such Party the Company or Parent, as applicable, or any of its Affiliates (or, with respect to the Company, any Seller) their affiliates with respect to the consummation of the transactions contemplated by this AgreementMerger. No such notice to any Party shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to Closing or to the Closing 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 or knowledge obtained by any Party hereto pursuant to this Section 5.1 will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the Parties to consummate the Merger.

Notification of Certain Matters. During the Interim Period, each of the Parties shall give prompt notice to the other Parties if such Party or its Affiliates (or, with respect to the Company, any the Seller): (a) fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates (or, with respect to the Company, any the Seller) hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates (or, with respect to the Company, any the Seller); (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware 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 set forth in Article VIII to not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such Party or any of its Affiliates (or, with respect to the Company, any the Seller), or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates (or, with respect to the Company, any the Seller) with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.