Notification of Certain Matters During the Pre-Closing Period, the Company shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, of (a) any notice or other communication received by such party from any Governmental Authority in connection with the this Agreement or any of the Transactions, (b) any notice or other communication received by such party from any person alleging that the consent, approval, permission or waiver of such person is or may be required in connection with any of the Transactions, (c) any actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its subsidiaries which relate to this Agreement or any of the Transactions, (d) any Stockholder Litigation, and (e) the discovery by a party to this Agreement of any fact, circumstance or event, the occurrence or non-occurrence of which could reasonably be expected to result in (i) the failure of any representation or warranty of such party contained in this Agreement to be true or correct in all material respects at or prior to the Merger Closing, (ii) any failure of such party to comply in all material respects with such party’s covenants or agreements hereunder, or (iii) the failure of any of the conditions of the obligations set forth in Article VI or Annex I to be satisfied or the satisfaction of which to be materially delayed; provided that the failure to deliver any notice pursuant to this Section 5.6 shall not be considered in determining whether the conditions set forth in Article VI or Annex I have been satisfied.
