Common use of Certain Notices Clause in Contracts

Certain Notices. From and after the date of this Agreement until the Closing Date, each Party hereto shall promptly notify the other party hereto of: (a) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Exchange and the other transactions contemplated by this Agreement not to be satisfied; or (b) the failure of FOXO or Rennova, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Exchange and the other transactions contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Closing DateEffective Time, each Party party hereto shall promptly notify the other party hereto of: of (a) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Exchange and Offer, the Merger or any other transactions transaction contemplated by this Agreement not to be satisfied; satisfied or (b) the failure of FOXO the Company or RennovaParent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Exchange and Offer, the Merger or any other transactions transaction contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 5.6 shall not cure any breach of any representation representation, warranty, covenant or warranty requiring disclosure of such matter prior to the date of agreement contained in this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Closing DateEffective Time, each Party party hereto shall promptly notify the other party hereto of: of (aA) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Exchange and the Offer, Merger or any other transactions transaction contemplated by this Agreement or any Ancillary Agreement not to be satisfied; satisfied or (bB) the failure of FOXO the Company or RennovaParent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Exchange and Offer, the Merger or any other transactions transaction contemplated by this Agreement or any Ancillary Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 5.6 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of contained in this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Closing DateEffective Time, each Party party hereto shall promptly notify the other party hereto of: of (a) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Exchange and Offer, the Merger, or any other transactions transaction contemplated by this Agreement not to be satisfied; satisfied or (b) the failure of FOXO the Company or RennovaParent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Exchange and Offer, the Merger or any other transactions transaction contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 5.5 shall not cure any breach of any representation representation, warranty, covenant or warranty requiring disclosure of such matter prior to the date of agreement contained in this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Closing DateEffective Time, each Party party hereto shall will promptly notify the other party hereto of: of (a) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Exchange and the Merger or any other transactions transaction contemplated by this Agreement not to be satisfied; satisfied or (b) the failure of FOXO or Rennova, as the case may be, such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Exchange and the Merger or any other transactions transaction contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 shall 6.6 will not cure any breach of any representation representation, warranty, covenant or warranty requiring disclosure of such matter prior to the date of agreement contained in this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Closing DateEffective Time, each Party party hereto shall promptly notify the other party hereto of: of (a) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Exchange Merger and the other transactions contemplated by this Agreement not to be satisfied; , or (b) the failure of FOXO the Company or RennovaParent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Exchange Merger and the other transactions contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 5.8 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Closing Date, each Party hereto shall promptly notify the other party hereto Party of: (a) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party Party to effect the Exchange Asset Acquisition and the other transactions contemplated by this Agreement not to be satisfied; or (b) the failure of FOXO WLS or RennovaURM, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party Party to effect the Exchange Asset Acquisition and the other transactions contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party Party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Closing DateEffective Time, each Party hereto Company shall promptly notify the other party hereto Parent of: (a) the occurrence, or non-occurrence, occurrence of any event that would be likely to cause any condition to the obligations of any party to effect the Exchange and the Mergers or any other transactions transaction contemplated by this Agreement not to be satisfied; satisfied or (b) the failure of FOXO or Rennova, as the case may be, Companies to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Exchange and the Mergers or any other transactions transaction contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 7.11 shall not cure any breach of any representation representation, warranty, covenant or warranty requiring disclosure of such matter prior to the date of agreement contained in this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Closing DateEffective Time, each Party hereto of the Parent and each Purchaser shall promptly notify the other party hereto Company of: (a) the occurrence, or non-occurrence, occurrence of any event that would be likely to cause any condition to the obligations of any party to effect the Exchange and the Mergers or any other transactions transaction contemplated by this Agreement not to be satisfied; satisfied or (b) the failure of FOXO the Parent or RennovaPurchasers, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Exchange and the Mergers or any other transactions transaction contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 8.7 shall not cure any breach of any representation representation, warranty, covenant or warranty requiring disclosure of such matter prior to the date of agreement contained in this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Closing DateEffective Time, each Party party hereto shall promptly notify the other party hereto of: of (a) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Exchange and the Merger or any other transactions transaction contemplated by this Agreement not to be satisfied; satisfied or (b) the failure of FOXO the Company or RennovaParent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Exchange and the Merger or any other transactions transaction contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 5.7 shall not cure any breach of any representation representation, warranty, covenant or warranty requiring disclosure of such matter prior to the date of agreement contained in this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement Date until the Closing DateEffective Time, each Party party hereto shall promptly notify the other party hereto of: of (aA) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Exchange Merger and the other transactions contemplated by this Agreement not to be satisfied; , or (bB) the failure of FOXO Parent or Rennovathe Company, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Exchange Merger and the other transactions contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 5.6 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement Date or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Closing DateEffective Time, each Party hereto of the Company and Parent shall promptly notify the other party hereto of: of (a) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Exchange Merger and the other transactions contemplated by this Agreement not to be satisfied; , or (b) the failure of FOXO the Company or RennovaParent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Exchange Merger and the other transactions contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 6.6 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior warranty, the failure to comply with any covenant, the date of this Agreement failure to meet any condition or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Closing DateEffective Time, each Party party hereto shall promptly notify the other party hereto of: of (a) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Exchange Merger and the other transactions contemplated by this Agreement not to be satisfied; satisfied or (b) the failure of FOXO the Company or RennovaParent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Exchange Merger and the other transactions contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 6.7 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior warranty, the failure to comply with any covenant, the date of this Agreement failure to meet any condition or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Closing DateEffective Time, each Party hereto of the Company and Parent shall promptly notify the other party hereto of: Party of (a) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party Party to effect the Exchange and Offer, the Merger or any other transactions transaction contemplated by this Agreement not to be satisfied; satisfied or (b) the failure of FOXO the Company or RennovaParent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party Party to effect the Exchange and Offer, the Merger or any other transactions transaction contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 5.6 shall not cure any breach of any representation representation, warranty, covenant or warranty requiring disclosure of such matter prior to the date of agreement contained in this Agreement or otherwise limit or affect the remedies available hereunder to the party Party receiving such notice. The failure to deliver any notice pursuant to this Section 5.6 shall not affect any of the conditions to the Offer or the Merger or give rise to any right to terminate this Agreement pursuant to Article VII.

Certain Notices. From and after the date of this Agreement until the Closing DateEffective Time, each Party party hereto shall promptly notify the other party hereto of: of (a) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Exchange and Offer, the Merger or any other transactions transaction contemplated by this Agreement not to be satisfied; satisfied or (b) the failure of FOXO the Company or RennovaParent, as the case may be, to comply with or satisfy any representation or warranty, covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Exchange and Offer, the Merger or any other transactions transaction contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 5.5 shall not cure any breach of any representation representation, warranty, covenant or warranty requiring disclosure of such matter prior to the date of agreement contained in this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Closing DateEffective Time, each Party party hereto shall promptly notify the other party hereto of: of (a) the occurrence, occurrence or non-occurrence, occurrence of any event that would be likely to cause any condition to the obligations of any party to effect the Exchange and the Merger or any other transactions transaction contemplated by this Agreement not to be satisfied; satisfied or (b) the failure of FOXO the Company, Parent or RennovaMerger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Exchange and the Merger or any other transactions transaction contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 5.7 or the failure to provide any such notice shall not cure any breach of any representation representation, warranty, covenant or warranty requiring disclosure of such matter prior to the date of agreement contained in this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice or providing such notice or obligated to provide such notice, as applicable.

Certain Notices. From and after the date of this Agreement until the Closing DateEffective Time, each Party party hereto shall promptly notify the other party hereto of: of (a) the occurrence, or non-occurrence, of any event that would reasonably be likely to cause any condition to the obligations of any party to effect the Exchange and Offer, the Merger or any other transactions transaction contemplated by this Agreement not to be satisfied; satisfied or (b) the failure of FOXO the Company or RennovaParent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Exchange and Offer, the Merger or any other transactions transaction contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 5.6 shall not cure any breach of any representation representation, warranty, covenant or warranty requiring disclosure of such matter prior to the date of agreement contained in this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Closing DateEffective Time, each Party party hereto shall promptly notify the other party hereto of: of (a) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Exchange and Offer, the Mergers, or any other transactions transaction contemplated by this Agreement not to be satisfied; satisfied or (b) the failure of FOXO the Company or RennovaParent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Exchange and Offer, the Mergers or any other transactions transaction contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 5.6 shall not cure any breach of any representation representation, warranty, covenant or warranty requiring disclosure of such matter prior to the date of agreement contained in this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the later of the Initial Warrants Closing Dateand the Second Closing, each Party hereto party shall promptly notify the other party hereto of: of (ai) the occurrence, or non-occurrence, of any event or any breach or misrepresentation that would reasonably be likely expected to cause any condition to the obligations of any such party to effect the Exchange and the other transactions contemplated by this Agreement Transactions not to be satisfied; satisfied or (bii) the failure of FOXO or Rennova, as the case may be, such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which or any Ancillary Agreement that would reasonably be expected to result in any condition to the obligations of any such party to effect the Exchange and the other transactions contemplated by this Agreement Transactions not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 7.08 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Closing DateEffective Time, each Party party hereto shall promptly notify the other party hereto of: of (a) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Exchange and Offer, the Merger or any other transactions transaction contemplated by this Agreement not to be satisfied; satisfied or (b) the failure of FOXO the Company or RennovaParent, as the case may be, to comply with or satisfy any covenant, condition or agreement required to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Exchange and Offer, the Merger or any other transactions transaction contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 5.6 shall not cure any breach of any representation representation, warranty, covenant or warranty requiring disclosure of such matter prior to the date of agreement contained in this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Closing DateEffective Time, each Party hereto of the Company and Parent shall promptly notify the other party hereto of: of (a) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Exchange Merger and the other transactions contemplated by this Agreement not to be satisfied; , or (b) the failure of FOXO the Company or RennovaParent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which that would reasonably be expected to result in any condition to the obligations of any party to effect the Exchange Merger and the other transactions contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 6.8 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior warranty, the failure to comply with any covenant, the date of this Agreement failure to meet any condition or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Closing DateEffective Time, each Party party hereto shall promptly notify the other party parties hereto of: of (ai) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Exchange Merger and the other transactions contemplated by this Agreement not to be satisfied; satisfied or (bii) the failure of FOXO the Company, Parent or RennovaMerger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Exchange Merger and the other transactions contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 6.8 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Closing DateEffective Time, each Party party hereto shall promptly notify the other party hereto of: of (aA) the occurrence, or non-occurrence, of any event that would be reasonably likely to cause any condition to the obligations of any party to effect the Exchange Merger and the other transactions contemplated by this Agreement not to be satisfied; satisfied or (bB) the failure of FOXO the Company or RennovaParent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Exchange Merger and the other transactions contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 5.10 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Closing DateEffective Time, each Party party hereto shall promptly notify the other party hereto of: of (a) the occurrence, or non-occurrence, of any event that would reasonably be likely to cause any condition to the obligations of any party to effect the Exchange and the Merger or any other transactions transaction contemplated by this Agreement not to be satisfied; satisfied or (b) the failure of FOXO the Company or RennovaParent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Exchange and the Merger or any other transactions transaction contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 5.6 shall not cure any breach of any representation representation, warranty, covenant or warranty requiring disclosure of such matter prior to the date of agreement contained in this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Closing DateEffective Time, each Party party hereto shall promptly notify the other party hereto of: of (aA) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Exchange Merger and the other transactions contemplated by this Agreement not to be satisfied; satisfied or (bB) the failure of FOXO the Company or RennovaParent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Exchange Merger and the other transactions contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 5.9 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Closing DateEffective Time, each Party hereto of the Parent and Purchaser shall promptly notify the other party hereto Company of: (a) the occurrence, or non-occurrence, occurrence of any event that would be likely to cause any condition to the obligations of any party to effect the Exchange and the Merger or any other transactions transaction contemplated by this Agreement not to be satisfied; satisfied or (b) the failure of FOXO the Parent or RennovaPurchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Exchange and the Merger or any other transactions transaction contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 8.7 shall not cure any breach of any representation representation, warranty, covenant or warranty requiring disclosure of such matter prior to the date of agreement contained in this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Closing Date, each Party party hereto shall promptly notify the other party hereto of: of (a) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Exchange and the other transactions contemplated by this Agreement not to be satisfied; satisfied or (b) the failure of FOXO Seller or RennovaBuyer, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Exchange and the other transactions contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 6.6 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior warranty, the failure to comply with any covenant, the date of this Agreement failure to meet any condition or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Closing DateEffective Time, each Party party hereto shall promptly notify the other party hereto of: of (a) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Exchange Merger and the other transactions contemplated by this Agreement not to be satisfied; satisfied or (b) the failure of FOXO the Company or RennovaMGPE, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Exchange Merger and the other transactions contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 6.7 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after Until the date of this Agreement until the Closing DateEffective Time, each Party party hereto shall promptly notify in writing the other party hereto of: parties of (ai) any Proceeding arising out of or relating to the Transactions; (ii) the occurrence, or non-occurrence, of any event that would reasonably be likely expected to cause any condition to the obligations of any such party to effect the Exchange and Transactions, including the other transactions contemplated by this Agreement Merger, not to be satisfied; or (biii) the failure of FOXO or Rennova, as the case may be, such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any other party to effect the Exchange and Transactions, including the other transactions contemplated by this Agreement Merger, not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 6.18 shall not cure any breach of any representation representation, warranty, covenant or warranty requiring disclosure of such matter prior to the date of agreement contained in this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Closing DateEffective Time, each Party party hereto shall promptly notify the other party hereto of: of (a) the occurrence, or non-non- occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Exchange Merger and the other transactions contemplated by this Agreement not to be satisfied; satisfied or (b) the failure of FOXO the Company or RennovaParent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Exchange Merger and the other transactions contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 6.8 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Closing DateEffective Time, each Party party hereto shall promptly notify the other party hereto of: of (aA) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Exchange Merger and the other transactions contemplated by this Agreement not to be satisfied; , or (bB) the failure of FOXO Parent or Rennovathe Company, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Exchange Merger and the other transactions contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 5.8 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Closing DateEffective Time, each Party party hereto shall promptly notify the other party hereto of: of (a) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Exchange and Offer, the Merger, or any other transactions transaction contemplated by this Agreement not to be satisfied; , or (b) the failure of FOXO the Company or RennovaParent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Exchange and Offer, the Merger or any other transactions transaction contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 5.5 shall not cure any breach of any representation representation, warranty, covenant or warranty requiring disclosure of such matter prior to the date of agreement contained in this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Closing DateEffective Time, each Party party hereto shall promptly notify the other party hereto of: of (a) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Exchange Amalgamation and the other transactions contemplated by this Agreement not to be satisfied; satisfied or (b) the failure of FOXO the Company or RennovaParent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which that would reasonably be expected to result in any condition to the obligations of any party to effect the Exchange Amalgamation and the other transactions contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 6.8 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Closing DateEffective Time, each Party hereto the Company and Parent shall promptly notify the each other party hereto of: orally and in writing of (a) the occurrence, or non-occurrence, of any event that that, individually or in the aggregate, would reasonably be likely expected to cause any condition to the obligations of any party to effect the Exchange Merger and the other transactions contemplated by this Agreement not to be satisfied; satisfied or (b) the failure of FOXO or Rennova, as the case may be, such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which which, individually or in the aggregate, would reasonably be expected to result in any condition to the obligations of any party to effect the Exchange Merger and the other transactions contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 5.4 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement warranty, covenant or agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.. ARTICLE VI

Certain Notices. From and after the date of this Agreement until the Closing DateClosing, each Party hereto party shall promptly notify the other party hereto of: of (ai) the occurrence of any material adverse effect with respect to it, (ii) the occurrence, or non-occurrence, of any event or any breach or misrepresentation that would reasonably be likely expected to cause any condition to the obligations of any such party to effect the Exchange and the other transactions contemplated by this Agreement Transactions not to be satisfied; satisfied or (biii) the failure of FOXO or Rennova, as the case may be, such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which or any Ancillary Agreement that would reasonably be expected to result in any condition to the obligations of any such party to effect the Exchange and the other transactions contemplated by this Agreement Transactions not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 6.10 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Closing DateClosing, each Party party hereto shall promptly notify the other party hereto of: of (ai) the occurrence, or non-occurrence, of any event that would reasonably be likely expected to cause any condition to the obligations of any party to effect the Exchange Purchase and the other transactions contemplated by this Agreement or any Ancillary Agreement not to be satisfied; satisfied or (bii) the material failure of FOXO the Company or RennovaParent, as the case may be, to comply with or satisfy any representation, covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in or any condition to the obligations of any party to effect the Exchange and the other transactions contemplated by this Agreement not to be satisfiedAncillary Agreement; provided, however, that the delivery of any notice pursuant to this Section 6.4 6.5, or a party’s knowledge of a breach by the other party hereunder, shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Closing DateEffective Time, each Party party hereto shall promptly notify the other party hereto of: of (a) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Exchange Merger and the other transactions contemplated by this Agreement not to be satisfied; satisfied or (b) the failure of FOXO Dreyer's or RennovaNestle, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Exchange Merger and the other transactions contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 5.12 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior warranty, the failure to comply with any covenant, the date of this Agreement failure to meet any condition or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Closing DateEffective Time, each Party party hereto shall promptly notify the other party hereto of: (a) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Exchange Transaction and the other transactions contemplated by this Agreement not to be satisfied; or (b) the failure of FOXO the Target or Rennovathe Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Exchange Transaction and the other transactions contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 6.2 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Closing DateEffective Time, each Party party hereto shall promptly notify the other party hereto of: (a) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Exchange Merger and the other transactions contemplated by this Agreement not to be satisfied; or (b) the failure of FOXO Fidelity, PSMH, or RennovaUCMC, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Exchange Merger and the other transactions contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 6.5 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the earlier of the Tranche 2 Closing Dateor the Tranche 2 Deadline, each Party hereto party shall promptly notify the other party hereto of: of (ai) the occurrence, or non-occurrence, of any event or any breach or misrepresentation that would reasonably be likely expected to cause any condition to the obligations of any such party to effect the Exchange and the other transactions contemplated by this Agreement Transactions not to be satisfied; satisfied or (bii) the failure of FOXO or Rennova, as the case may be, such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which or any Ancillary Agreement that would reasonably be expected to result in any condition to the obligations of any such party to effect the Exchange and the other transactions contemplated by this Agreement Transactions not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 6.08 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Closing DateEffective Time, each Party party hereto shall promptly notify the other party hereto of: of (aA) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Exchange Merger and the other transactions contemplated by this Agreement not to be satisfied; , or (bB) the failure of FOXO the Company or RennovaZhone, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Exchange Merger and the other transactions contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 5.8 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Closing DateEffective Time, each Party party hereto shall promptly notify the other party hereto of: (a) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Exchange Merger and the other transactions contemplated by this Agreement not to be satisfied; or (b) the failure of FOXO Brookside, PSMH, or RennovaUCMC, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Exchange Merger and the other transactions contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 6.5 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Closing DateEffective Time, each Party party hereto shall promptly notify the other party hereto of: of (a) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Exchange Merger and the other transactions contemplated by this Agreement not to be satisfied; satisfied or (b) the failure of FOXO the Company or RennovaParent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Exchange Merger and the other transactions contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 6.6 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior warranty, the failure to comply with any covenant, the date of this Agreement failure to meet any condition or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Closing DateEffective Time, each Party party hereto shall promptly notify the other party hereto of: of (a) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Exchange Merger and the other transactions contemplated by this Agreement not to be satisfied; satisfied or (b) the failure of FOXO the Company or RennovaParent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Exchange Merger and the other transactions contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 6.11 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Closing DateEffective Time, each Party party hereto shall promptly notify the other party hereto of: (a) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Exchange Merger and the other transactions contemplated by this Agreement not to be satisfied; or (b) the failure of FOXO Founders, PSMH, or RennovaUCMC, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Exchange Merger and the other transactions contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 6.5 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Closing DateEffective Time, each Party hereto shall promptly notify the other party hereto of: Party of (ai) the occurrence, or non-occurrence, existence of any event or circumstance that would be likely to cause any condition to the obligations of any party Party to effect the Exchange Merger and the other transactions contemplated by provided for in this Agreement not to be satisfied; satisfied or (bii) the failure of FOXO the Company, Merger Sub or RennovaParent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party Party to effect the Exchange Merger and the other transactions contemplated by provided for in this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 6.6 shall not cure any breach of any representation or warranty requiring disclosure of such matter at or prior to the date execution of this Agreement or otherwise limit or affect the remedies available hereunder to the party Party receiving such notice.

Certain Notices. From and after the date of this Agreement Date until the Closing DateEffective Time, each Party party hereto shall promptly notify the other party hereto of: of (aA) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Exchange Merger and the other transactions contemplated by this Agreement not to be satisfied; , or (bB) the failure of FOXO Parent or Rennovathe Company, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Exchange Merger and the other transactions contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 6.8 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement Date or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Closing DateEffective Time, each Party party hereto shall promptly notify the other party hereto of: (a) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Exchange and the other transactions contemplated by this Agreement not to be satisfied; or (b) the failure of FOXO BCI, MEI, or RennovaShareholder, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Exchange and the other transactions contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 6.1 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Closing DateEffective Time, each Party party hereto shall promptly notify the other party hereto of: (a) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Exchange and the other transactions contemplated by this Agreement not to be satisfied; or (b) the failure of FOXO IIOT or RennovaHereLab, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Exchange and the other transactions contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Closing DateEffective Time, each Party party hereto shall promptly notify the other party hereto of: (a) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Exchange Merger and the other transactions contemplated by this Agreement not to be satisfied; or (b) the failure of FOXO Bohica, Shoshone, or RennovaMerger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Exchange Merger and the other transactions contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 6.5 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Closing Date, each Party party hereto shall promptly notify the other party hereto of: (a) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Exchange Acquisition and the other transactions contemplated by this Agreement not to be satisfied; or (b) the failure of FOXO Dr. Pave or RennovaHeatwurx, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Exchange Acquisition and the other transactions contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Closing DateEffective Time, each Party party hereto shall promptly notify the other party hereto of: (a) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Exchange Transaction and the other transactions contemplated by this Agreement not to be satisfied; or (b) the failure of FOXO Iron Eagle or RennovaSenetek, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Exchange Transaction and the other transactions contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 5.4 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Closing DateEffective Time, each Party party hereto shall promptly notify the other party hereto of: of (a) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Exchange Merger and the other transactions contemplated by this Agreement not to be satisfied; satisfied or (b) the failure of FOXO the Company or RennovaParent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Exchange Merger and the other transactions contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 6.8 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Closing DateEffective Time, each Party party hereto shall promptly notify the other party hereto of: (a) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Exchange Merger and the other transactions contemplated by this Agreement not to be satisfied; or (b) the failure of FOXO JLLM, CMT, or RennovaMerger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Exchange Merger and the other transactions contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 6.5 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Closing DateEffective Time, each Party party hereto shall promptly notify the other party hereto of: (a) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Exchange Merger and the other transactions contemplated by this Agreement not to be satisfied; or (b) the failure of FOXO IMP, PSMH, or RennovaUCMC, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Exchange Merger and the other transactions contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 6.5 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

Certain Notices. From and after the date of this Agreement --------------- until the Closing DateEffective Time, each Party party hereto shall promptly notify the other party hereto of: of (a) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the Exchange Merger and the other transactions contemplated by this Agreement not to be satisfied; satisfied or (b) the failure of FOXO the Company or RennovaParent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Exchange Merger and the other transactions contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.4 6.6 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior warranty, the failure to comply with any covenant, the date of this Agreement failure to meet any condition or otherwise limit or affect the remedies available hereunder to the party receiving such notice.