Common use of Notice of Certain Events Clause in Contracts

Notice of Certain Events. (a) From the date hereof until the Closing, Seller shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including in connection with the transactions contemplated by this Agreement; and (iv) any Action commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller Target Company shall promptly notify Buyer the other Parties in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (Aa) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (Bb) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller the Target Company hereunder not being true and correct or (Cc) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.2 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Sellerthe Target Company’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Target Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.17 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt Holdings and AIRO Group shall provide prompt written notice to Target Company when any of the Other Business Combination Party Agreements are executed and closed, or if there is any material breach, material amendment, or termination of such Other Business Combination Agreements. (c) Receipt of information by the other Parties pursuant to this Section 8.5 5.5 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller the Target Company in this Agreement (including Section 10.1Sections 8.2 and 9.1(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller Each Party shall promptly notify Buyer in writing the other Parties of: (i) any factevent, circumstance, event condition or action the existence, occurrence or taking of which (A) development that has had, or could reasonably be expected to have, individually or resulted in the aggregateinaccuracy or breach of any representation or warranty, a Material Adverse Effect, (B) has resulted in, covenant or could agreement contained in this Agreement made by or to be complied with by such notifying Party at any time during the term hereof and that would reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of in any of the conditions set forth in Section 9.2 Article VI not to be satisfied; provided, however, that no such notification shall be deemed to cure any such breach of or inaccuracy in such notifying Party’s representations and warranties or covenants and agreements or in the ETE Disclosure Schedule or the ETP Disclosure Schedule for any purpose under this Agreement and no such notification shall limit or otherwise affect the remedies available to the other Parties; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreementthe Transaction Documents; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreementthe Transaction Documents; and (iv) any Action Proceedings commenced or, that would be reasonably expected to Seller’s Knowledge, threatened against, relating to prevent or involving or otherwise affecting Seller that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 or that relates to materially delay the consummation of the transactions contemplated by this Agreementthe Transaction Documents or materially impair the notifying Party’s ability to perform its obligations under the Transaction Documents. (b) Buyer’s receipt ETE shall promptly (and in any event within 24 hours) notify and provide ETP with a copy of information any notice or other communication received or sent by ETE and its Affiliates pursuant to this Section 8.5 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure SchedulesSigma Merger Agreement.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller or the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.17 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 5.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.18.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller Target Company shall promptly notify Buyer the other Parties in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (Aa) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (Bb) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller the Target Company hereunder not being true and correct or (Cc) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 8.1(e) to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Sellerthe Target Company’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Target Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.17 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt Receipt of information by the other Parties pursuant to this Section 8.5 6.4 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller the Target Company in this Agreement (including Section 10.1Sections 9.2 and 10.1(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller each Party shall promptly notify Buyer the other Parties in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (Aa) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (Bb) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller such Party hereunder not being true and correct or (Cc) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.2 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s Knowledgethe knowledge of such Party, threatened against, relating to or involving or otherwise affecting Seller such Party that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.17 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt Holdings and AIRO Group shall provide prompt written notice to Target Company when any of the Other Business Combination Party Agreements are executed and closed, or if there is any material breach, material amendment, or termination of such Other Business Combination Agreements. (c) Receipt of information by the other Parties pursuant to this Section 8.5 5.5 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller such Party in this Agreement (including Section 10.1Sections 8.2 and 9.1(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, each of Seller and SED shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller or SED hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller Seller, SED or any member of the Company Group that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.18 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 5.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller or SED in this Agreement (including Section 10.18.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the ClosingSubject to applicable Law, Seller each Party shall promptly notify Buyer in writing the other Parties of: (i) any factevent, circumstance, event condition or action the existence, occurrence or taking of which (A) development that has had, or could reasonably be expected to have, individually or resulted in the aggregateinaccuracy or breach of any representation or warranty, a Material Adverse Effect, (B) has resulted in, covenant or could agreement contained in this Agreement made by or to be complied with by such notifying Party at any time during the term hereof and that would reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of in any of the conditions set forth in Section 9.2 Article VI not to be satisfiedsatisfied and which notice shall identify the applicable representation or warranty, covenant or agreement and disclosure schedule, if any, for which such breach or inaccuracy relates; provided, however, that no such notification shall be deemed to cure any such breach of or inaccuracy in such notifying Party’s representations and warranties or covenants and agreements or in the Contributor Disclosure Schedule or the Acquirer Disclosure Schedule, as the case may be, for any purpose under this Agreement and no such notification shall limit or otherwise affect the remedies available to the other Parties; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreementthe Transaction Agreements; (iii) subject to Section 5.4, any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreementthe Transaction Agreements; andor (iv) any Action Proceedings commenced or, that would be reasonably expected to Seller’s Knowledge, threatened against, relating to prevent or involving or otherwise affecting Seller that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 or that relates to materially delay the consummation of the transactions contemplated by this Agreementthe Transaction Agreements or materially impair the notifying Party’s ability to perform its obligations thereunder. (b) Buyer’s receipt of information pursuant to this Section 8.5 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller the Company shall promptly notify Buyer in writing of: (i) any fact, circumstance, event event, or action action, the existence, occurrence occurrence, or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller the Company or the Members hereunder not being true and correct correct, (C) has resulted in, or could reasonably be expected to result in a breach of this Article V or (CD) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.1 or Section 7.2 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of of, or any notice or payment to, such Person is or may be required in connection with the transactions contemplated by this Agreementhereby; (iii) any notice or other communication from any Governmental Authority, including Entity in connection with the transactions contemplated by this Agreementhereby; and (iv) any Action Any Proceedings commenced or, to Seller’s Knowledge, or threatened against, relating to or involving or otherwise affecting Seller the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 in the Schedules or that relates to the consummation of the transactions contemplated by this Agreementhereby. (b) Buyer’s receipt Within 15 calendar days of information pursuant the end of each month, the Company shall deliver (or cause to this be delivered) to Buyer the applicable financial statements of the Company with respect to each such monthly period and a certificate of an officer of the Company certifying that such financial statements meet the standards set forth in Section 8.5 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules3.4(a).

Notice of Certain Events. (a) From the date hereof until the Closing, Seller shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct in any material respect or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller or the Public Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.17 or that relates relate to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 5.05 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.18.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller Sellers shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by a Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 8.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s Sellers’ Knowledge, threatened against, relating to or involving or otherwise affecting Seller Party or the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.17 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s 's receipt of information pursuant to this Section 8.5 6.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by any Seller Party in this Agreement (including without limitation Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules.9.02

Notice of Certain Events. (a) From During the date hereof until the ClosingInterim Period, Seller shall promptly notify Buyer in writing Purchaser of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 to be satisfied; (iia) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this AgreementTransaction; (iiib) any notice or other communication from any Governmental Authority, including Authority (i) delivered in connection with the transactions contemplated by this Agreement; andTransaction or (ii) indicating that a Permit is revoked or about to be revoked or that a Permit is required in any jurisdiction in which such Permit has not been obtained, which revocation or failure to obtain has had or would reasonably be expected to have a Material Adverse Effect; (ivc) any Action actions, suits, claims, investigations or proceedings commenced or, to Seller’s its Knowledge, threatened against, relating to or involving or otherwise affecting Seller any Acquired Company, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 Sections 3.11 or 3.14, as the case may be, or that relates relate to the consummation of the transactions contemplated by this Agreement.Transaction; (bd) Buyer’s receipt any inaccuracy in or breach of information pursuant to this Section 8.5 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given covenant contained in this Agreement; and (e) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Article 8 impossible or unlikely. No such notice shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by Seller in this Agreement Agreement, or (including Section 10.1ii) and shall not be deemed to amend or supplement determining whether any of the Disclosure Schedulesconditions set forth in Article 8 has been satisfied.

Notice of Certain Events. (a) From The Company shall notify the date hereof until Buyer, and the Closing, Seller Buyer shall promptly notify Buyer in writing the Company, of: (i) any fact, circumstance, event or action the existence, occurrence or taking receipt of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iiiii) receipt of any notice or other communication from any Governmental Authority, including Entity in connection with the transactions contemplated by this Agreement; and; (iviii) receipt of notice that any Action action, suit, claim, investigation or proceeding has been commenced or, to Seller’s Knowledgethe knowledge of the Company, threatened againstthreatened, relating to against or involving the Company, any Subsidiary or otherwise affecting Seller thatthe Buyer, as applicable, which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 2.18 or that which relates to the consummation of the transactions contemplated by this Agreement.; (biv) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of it (and, in the case of the Buyer’s receipt , of information Buyer Subsidiary) contained in this Agreement to be untrue or inaccurate; and (v) any failure of the Company, the Buyer or Buyer Subsidiary, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 8.5 6.13 shall not operate as a waiver limit or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.1) and shall not be deemed the remedies available to amend or supplement the Disclosure Schedulesparty receiving such notice.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller the Company shall promptly notify Buyer Parent in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller the Company hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 8.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Sellerthe Company’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.16 or that relates to the consummation of the transactions contemplated by this Agreement. (b) BuyerParent’s receipt of information pursuant to this Section 8.5 6.03 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller the Company in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From During the period of time beginning on the date hereof until the Closingearlier of the Closing or the termination of this Agreement in accordance with ARTICLE IX, Seller upon becoming aware thereof, (a) the Company shall promptly notify Buyer in writing of: Parent of (i) the occurrence of any factchange, circumstanceevent, event effect or action the existence, occurrence or taking of which (A) has hadconstitutes, or could might reasonably be expected to have, individually or in the aggregateconstitute, a Company Material Adverse EffectEffect and (ii) any Proceeding to which it is a party that, if adversely determined would prevent, materially delay or materially impede the ability of the Company to consummate the transactions contemplated by this Agreement, and (Bb) has resulted inParent shall promptly notify the Company of (i) the occurrence of any change, event, effect or occurrence which constitutes, or could might reasonably be expected to result inconstitute, a Parent Material Adverse Effect and (ii) any representation Proceeding to which any Parent Party is a party that, if adversely determined, would prevent, materially delay or warranty made materially impede the ability of any Parent Party to consummate the transactions contemplated by Seller this Agreement. The delivery of any notice pursuant to this Section 7.5 shall in no circumstance be deemed to (x) modify the representations, warranties, covenants or agreements hereunder not being true and correct or of the party delivering such notice; (Cy) has resulted in, or could reasonably be expected to result in, the failure of modify any of the conditions set forth in Section 9.2 to be satisfied; ARTICLE VIII; or (iiz) cure or prevent any notice misrepresentation, inaccuracy, untruth or other communication from any Person alleging that the consent breach of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including in connection with the transactions contemplated by this Agreement; and (iv) any Action commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 shall not operate as a waiver or otherwise affect any representation, warranty warranty, covenant or agreement given or made by Seller set forth in this Agreement (including Section 10.1) and shall not be deemed or any Additional Agreement or failure to amend or supplement the Disclosure Schedulessatisfy any condition set forth in ARTICLE VIII.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller each party shall promptly notify Buyer the other party in writing of: (i) any fact, circumstance, event event, or action the existence, occurrence occurrence, or taking of which (A) has had, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could would reasonably be expected to result in, any representation or warranty made by Seller such party hereunder not being true and correct in any material respect or (C) has resulted in, or could would reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 or Section 7.03 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s KnowledgeKnowledge or Buyer’s knowledge, threatened against, relating to to, or involving or otherwise affecting Seller the Business, the Purchased Assets, or the Assumed Liabilities that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 4.16 or Section 5.05 or that relates relate to the consummation of the transactions contemplated by this Agreement. (b) BuyerA party’s receipt of information pursuant to this Section 8.5 6.04 shall not operate as a waiver or otherwise affect any representation, warranty warranty, or agreement given or made by Seller such party in this Agreement (including Section 10.18.02, Section 8.03, Section 9.01(b), or Section 9.01(c)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Business, the Purchased Assets or the Assumed Liabilities that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 4.16 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 6.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.18.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof Execution Date until the Closing, Seller shall promptly notify Buyer in writing of: (i) 1. any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) 2. any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) 3. any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) 4. any Action Actions commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Business, the Purchased Assets, or the Assumed Liabilities that, if pending on the date of this AgreementExecution Date, would have been required to have been disclosed pursuant to Section 6.19 Article IV or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 6.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.18.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the First Closing, the Seller shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by the Seller hereunder not being true and correct or (CB) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to the Seller’s Knowledge, threatened against, relating to to, or involving or otherwise affecting Seller any Seller, the Company, or any Subsidiary that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.14 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 5.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.18.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller Daily Engage and the Members shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller Daily Engage and/or a Member hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 6.1 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Entity in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s Knowledgethe knowledge of Daily Engage or any Member, threatened against, relating to or involving or otherwise affecting Seller Daily Engage that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s 's receipt of information pursuant to this Section 8.5 6.4 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller Daily Engage or the Members in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Daily Engage Disclosure SchedulesSchedule.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller the Company shall promptly notify Buyer Parent in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller the Company hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Sellerthe Company’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.17 or that relates to the consummation of the transactions contemplated by this Agreement. (b) BuyerParent’s receipt of information pursuant to this Section 8.5 5.05 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller the Company in this Agreement (including Section 10.18.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller Royale shall promptly notify Buyer the Holders in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Royale Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller any of the Royale Parties hereunder not being true and correct correct, or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 8.01 or 8.03 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s Knowledgethe Knowledge of any of the Royale Parties, is threatened against, relating to or involving or otherwise affecting Seller any of the Royale Parties that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 5.13 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s The receipt of information by any Party pursuant to this Section 8.5 6.06 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller any other Party in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller the Company shall promptly notify Buyer in writing of: (i) any fact, circumstance, event event, or action action, the existence, occurrence occurrence, or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller the Company or the Member hereunder not being true and correct correct, (C) has resulted in, or could reasonably be expected to result in a breach of this Article V or (CD) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.1 or Section 7.2 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of of, or any notice or payment to, such Person is or may be required in connection with the transactions contemplated by this Agreementhereby; (iii) any notice or other communication from any Governmental Authority, including Entity in connection with the transactions contemplated by this Agreementhereby; and (iv) any Action Any Proceedings commenced or, to Seller’s Knowledge, or threatened against, relating to or involving or otherwise affecting Seller the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 in the Schedules or that relates to the consummation of the transactions contemplated by this Agreementhereby. (b) Buyer’s receipt Within 15 calendar days of information pursuant the end of each month, the Company shall deliver (or cause to this be delivered) to Buyer the applicable financial statements of the Company with respect to each such monthly period and a certificate of an officer of the Company certifying that such financial statements meet the standards set forth in Section 8.5 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules3.4(a).

Notice of Certain Events. (a) From the date hereof until the Closing, Seller shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller or the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.17 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 5.03 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.18.02) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller Sellers shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller Sellers hereunder not being true and correct as of the date hereof or as if made on and as of the Closing Date (other than with respect to matters not adverse to Sellers arising in the Ordinary Course of Business consistent with Section 6.01) or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s Sellers’ Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Business, the Purchased Assets or the Assumed Liabilities that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 4.15 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 6.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller Sellers in this Agreement (including Section 10.18.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being materially true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such the Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller or CPBR that, if pending on the date of this AgreementEffective Date, would have been required to have been disclosed pursuant to Section 6.19 3.11 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, the Seller shall promptly notify Buyer the Purchaser in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by the Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 5.1 or Section 5.2 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent Consent of such Person is or may be required in connection with the transactions contemplated by this AgreementTransactions; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this AgreementTransactions; and (iv) any Action Legal Actions commenced or, to the Seller’s Knowledgeknowledge, threatened against, relating to or involving or otherwise affecting the Seller or any of the Unwired Planet Companies (including any transaction litigation brought by a stockholder of the Seller) that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.5(d) or that relates to the consummation of the transactions contemplated by this AgreementTransactions. (b) BuyerThe Purchaser’s receipt of information pursuant to this Section 8.5 4.6 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the Seller in this Agreement (including Section 10.16.1(d) and Section 7.1(a)) and shall not be deemed to amend or supplement the Seller Disclosure SchedulesLetter.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller the Company shall promptly notify Buyer Parent in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller the Company hereunder not being true and correct correct, or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.2 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Entity in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Sellerthe Company’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.20 or that relates to the consummation of the transactions contemplated by this Agreement. (b) BuyerParent’s receipt of information pursuant to this Section 8.5 5.7 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller the Company in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure SchedulesSchedule of Exceptions.

Notice of Certain Events. (a) From During the date hereof until the ClosingInterim Period, Seller Emerald shall promptly notify Buyer Village Farms in writing of: of (i) any factevent, occurrence, change, circumstance, event effect or action state of facts or knowledge of information that, when considered individually or in the existence, occurrence or taking of which aggregate (A) has had, or could reasonably be expected to have, individually cause or constitute a material breach of or inaccuracy in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct Emerald herein becoming untrue or incorrect or a breach by Emerald of, or a failure by Emerald to perform, any of its covenants set forth herein, or (CB) has resulted in, or could reasonably be expected to result in, the failure of cause any of the conditions condition set forth in Section 9.2 Article 7 not to be satisfied; satisfied prior to the Outside Date, (ii) any Proceeding commenced or threatened relating to or involving Emerald or any of its Affiliates with respect to this Agreement or the transactions contemplated by this Agreement, in each case, of which Emerald becomes aware prior to Closing, (iii) any notice or other communication from any Person alleging that the consent Consent of such Person person is or may be required in connection with the transactions contemplated by this Agreement; , or (iiiiv) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action commenced or, . No notification to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information Village Farms made pursuant to this Section 8.5 5.9 shall not operate as have the effect of satisfying any condition in Article 7, nor shall any such notification have any effect for the purposes of determining the right of any Village Farms Indemnified Party to bring a waiver or otherwise affect any representation, warranty or agreement given or made by Seller claim in respect of this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure SchedulesAgreement.

Notice of Certain Events. (a) From the date hereof until the ClosingThe Company shall notify Parent, Seller and Parent shall promptly notify Buyer in writing the Company, of: (i) any fact, circumstance, event or action the existence, occurrence or taking receipt of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 to be satisfied; (ii) any notice or other communication from any Person person alleging that the consent of such Person person is or may be required in connection with the transactions contemplated by this Agreement; (iiiii) receipt of any notice or other communication from any Governmental Authority, including Entity in connection with the transactions contemplated by this Agreement; and; (iviii) receipt of notice that any Action actions, suits, claims, investigations or proceedings have been commenced or, to Seller’s Knowledge, the knowledge threatened against, relating to or involving the Company or otherwise affecting Seller thatany of its Subsidiaries, or Parent, as applicable, which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 4.9 or that relates which relate to the consummation of the transactions contemplated by this Agreement.; (biv) Buyer’s receipt the occurrence, or non-occurrence, of information any event the occurrence, or non-occurrence, of which would be likely to cause any representation or warranty of it (and, in the case of Parent, of the Purchaser) contained in this Agreement to be untrue or inaccurate; and (v) any failure of the Company, Parent or the Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; PROVIDED, HOWEVER, that the delivery of any notice pursuant to this Section 8.5 6.9 shall not operate as a waiver limit or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.1) and shall not be deemed the remedies available hereunder to amend or supplement the Disclosure Schedulesparty receiving such notice.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) to Seller’s knowledge, has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller or the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.17 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller Sellers shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller Sellers or the Company hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 5.2 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Entity in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s Knowledgethe Knowledge of Sellers or the Company, threatened against, relating to or involving or otherwise affecting Seller Sellers or the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 2.9 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 4.4 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller Sellers or the Company in this Agreement (including Section 10.16.2 and Section 7.1(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller the Company shall promptly notify Buyer Parent in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller the Company hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 8.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Sellerthe Company’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller any Company Entity that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.17 or that relates to the consummation of the transactions contemplated by this Agreement. (b) BuyerParent’s receipt of information pursuant to this Section 8.5 5.06 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller the Company in this Agreement (including Section 10.18.02 and Section 9.01) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, the Purchaser, the Company and Seller shall promptly notify Buyer the other parties in writing of: (i) 7.7.1 any fact, circumstance, event or action the existence, occurrence or taking of which (Ai) has had, or could reasonably be expected to have, individually or in the aggregate, had a Material Adverse EffectEffect on the Company, the Seller or the Purchaser, (Bii) has resulted in, or could reasonably be expected to result in, any representation or warranty made by the Company, the Seller or any Purchaser Entity hereunder not being true and correct or (Ciii) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 Article IX to be satisfied; (ii) 7.7.2 any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this AgreementAgreement or the Ancillary Agreements; (iii) 7.7.3 any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this AgreementAgreement or the Ancillary Agreements; and (iv) 7.7.4 any Action Actions commenced or, to Sellerthe Company’s Knowledge or the Purchaser’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Company or any Purchaser Entity that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 4.10 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt Agreement and the Ancillary Agreements. For the avoidance of information doubt, the provision of any notice pursuant to this Section 8.5 7.7 and the contents thereof shall not operate as a waiver have no effect on Seller’s or otherwise affect any representation, warranty or agreement given or made by Seller in Purchaser’s and their respective Affiliates’ rights and remedies pursuant to this Agreement (including Section 10.1) and shall including, but not be deemed to amend or supplement the Disclosure Schedules.limited to, Article X.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller Holdings and the Companies shall promptly notify Buyer Parent in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller Holdings and the Companies hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 8.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Sellerthe Company’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller any Holdings Entity that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.17 or that relates to the consummation of the transactions contemplated by this Agreement. (b) BuyerParent’s receipt of information pursuant to this Section 8.5 5.06 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller Holdings or any Company in this Agreement (including Section 10.18.02 and Section 9.01) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until through the ClosingClosing Date, Seller shall promptly notify Buyer in writing of: of (i) any fact, circumstance, event or action the existence, occurrence change that has resulted in or taking of which (A) has had, or could would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect, ; (Bii) has resulted in, or could any event that would reasonably be expected to result in, cause any representation representations or warranty made by warranties of Seller hereunder in this Agreement to be untrue or inaccurate at or prior to the Closing in a manner that causes the condition in Section 6.2(a) to not being true and correct be satisfied; or (Ciii) has resulted in, any failure of Seller or could WIMC to comply with its covenants and other obligations in a manner that would reasonably be expected to result incause the conditions in Section 6.2(b) to not be satisfied; provided that Seller shall not have any liability with respect to any breach or alleged breach of this ‎Section 4.8, and the failure of any Seller to comply with the terms of this ‎Section 4.8, in and of itself, shall not cause the failure of the conditions condition set forth in ‎Section 6.2(b). For the avoidance of doubt, nothing contained in this Section 9.2 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including in connection with the transactions contemplated by this Agreement; and (iv) any Action commenced or, to Seller’s Knowledge, threatened against, relating to or involving 4.8 or otherwise affecting Seller that, if pending on the date of in this Agreement, would have been required to have been disclosed pursuant to Section 6.19 or that relates to including the consummation delivery of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information any notice, pursuant to this Section 8.5 4.8 or otherwise, shall not operate as a waiver or otherwise affect any representation, warranty warranty, covenant or agreement given or made by Seller or WIMC in this Agreement nor shall it (a) cure any inaccuracy in any representation or warranty or (b) limit or otherwise affect any remedies available to a Buyer Indemnified Persons contained in this Agreement (including Section 10.1) and shall not be deemed for purposes of determining whether conditions to amend Closing have been satisfied or supplement the Disclosure Schedulesin respect of indemnification rights).

Notice of Certain Events. (a) From the date hereof until the Closing, Seller the Company shall promptly notify Buyer Parent in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller the Company and Securityholders hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.2 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this AgreementAgreement that is not disclosed on Schedule 3.3(c); (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s Knowledgethe Knowledge of the Company, threatened against, relating to or involving or otherwise affecting Seller the Company or any of its Subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.17 or that relates to the consummation of the transactions contemplated by this Agreement. (b) BuyerParent’s receipt of information pursuant to this Section 8.5 5.5 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller the Company in this Agreement (including Section 10.18.2 and Section 9.1(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect with respect to the Company, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller or the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 4.10 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 6.02 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.18.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedulesany schedule to this Agreement.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (CB) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to the Knowledge of Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller or the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.10 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 5.03 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.18.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules unless the Closing occurs, in which event such information shall be deemed to amend and supplement the representations and warranties of Seller and the Disclosure Schedules, as applicable.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller the Company shall promptly notify Buyer Parent in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller the Company hereunder not being materially true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 8.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Sellerthe Company’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.15 or that relates to the consummation of the transactions contemplated by this Agreement. (b) BuyerParent’s receipt of information pursuant to this Section 8.5 6.03 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller the Company in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller the Company shall promptly notify Buyer the Parent in writing of: (i) any fact, circumstance, event event, or action the existence, occurrence occurrence, or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller the Company and/or the Stockholders hereunder not being true and correct correct, or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.01 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Sellerthe Company’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.14 or that relates to the consummation of the transactions contemplated by this Agreement. (b) BuyerThe Parent’s receipt of information pursuant to this Section 8.5 5.04 shall not operate as a waiver or otherwise affect any representation, warranty warranty, or agreement given or made by Seller the Company and/or the Stockholders in this Agreement (including Section 10.18.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller UGC shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by a Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any written notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s the Sellers’ Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Business, the Purchased Assets or the Assumed Liabilities that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 4.16 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 6.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by a Seller in this Agreement (including Section 10.18.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.01 or Section 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller or an Acquired Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.16 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 5.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.18.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller each of Company and Parent shall promptly notify Buyer the other in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect on the Company or Parent, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder such Person in this Agreement not being true and correct correct, or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth to be satisfied by such Person in Section 9.2 Article VII to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Sellerthe notifying party’s Knowledgeknowledge, threatened against, relating to or involving or otherwise affecting Seller such party that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.17 (with respect to the Company) or that relates to the consummation of the transactions contemplated by this Agreement. (b) BuyerA party’s receipt of information pursuant to this Section 8.5 5.13 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller the notifying party in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller the Company shall promptly notify Buyer Parent in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller the Company hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 herein to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Sellerthe Company’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 this Agreement or that relates to the consummation of the transactions contemplated by this Agreement. (b) BuyerParent’s receipt of information pursuant to this Section 8.5 5.06 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller the Company in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the ClosingClosing or termination of this Agreement, Seller shall reasonably promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 6.01 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller Seller, the Company or any Subsidiary that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 2.16 or that relates to the consummation completion of the transactions contemplated by this Agreement. (b) Subject to Seller’s delivery of updated Disclosure Schedules to Buyer on or before July 15, 2014 as provided in Section 2, Buyer’s receipt of information pursuant to this Section 8.5 4.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules8.02).

Notice of Certain Events. (a) From the date hereof until the ClosingClosing Date, Seller each Party shall promptly notify Buyer the other Party in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller a Party hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.01, Section 7.02 or Section 7.03 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s Knowledge, Knowledge or to Buyer’s Knowledge threatened against, relating to or involving or otherwise affecting Seller thatthe Business, if pending on the date of Purchased Assets, this Agreement, would have been required to have been disclosed pursuant to Section 6.19 Agreement or that relates to the consummation of the transactions contemplated by this AgreementAncillary Agreements. (b) BuyerUpon Closing, a Party’s receipt of information pursuant to this Section 8.5 7.04 shall not operate as a waiver or otherwise affect regarding any representation, warranty or agreement given or made by Seller a Party in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s 's Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Business, the Purchased Assets or the Assumed Liabilities that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 4.16 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s 's receipt of information pursuant to this Section 8.5 6.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.18.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Sellerthe Company’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller or the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 4.11 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 6.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the Company or Seller in this Agreement (including Section 10.19.02 and Section 8.01(c)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller The Company shall promptly notify Buyer in writing Parent, ------------------------ and Parent shall promptly notify the Company, of: (ia) any fact, circumstance, event or action the existence, occurrence or taking receipt of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 to be satisfied; (ii) any notice or other communication from any Person person alleging that the consent of such Person person is or may be required in connection with the transactions contemplated by this Agreement; (iiib) receipt of any notice or other communication from any Governmental Authority, including Entity in connection with the transactions contemplated by this Agreement; and; (ivc) receipt of notice that any Action actions, suits, claims, investigations or proceedings have been commenced or, to Seller’s Knowledgethe knowledge of the Company, threatened against, relating to or involving the Company or otherwise affecting Seller thatany of its Subsidiaries, or Parent, as applicable, which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 4.9 or that relates which --- relate to the consummation of the transactions contemplated by this Agreement.; (bd) Buyer’s receipt the occurrence, or non-occurrence, of information any event the occurrence, or non-occurrence of which could be likely to cause any representation or warranty of it (and, in the case of Parent, of the Purchaser) contained in this Agreement to be untrue or inaccurate; and (e) any failure of the Company, Parent or the Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery -------- ------- of any notice pursuant to this Section 8.5 6.7 shall not operate as a waiver limit or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.1) and shall not be deemed ----------- the remedies available hereunder to amend or supplement the Disclosure Schedulesparty receiving such notice.

Notice of Certain Events. During the period from the date of this Agreement to the Closing Date, each party hereto shall promptly notify the other party hereto of (a) From the date hereof until the Closing, Seller shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller such party hereunder not being true and correct or (C) has resulted in, or could which would reasonably be expected to result inin the failure to satisfy any condition to the obligations of any party to effect the Contemplated Transactions, (b) the failure of any of Acquired Company, Buyer or any Seller, as the conditions set forth in Section 9.2 case may be, to comply with or satisfy any covenant, condition or agreement to be satisfied; complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in the failure to satisfy any condition to the obligations of any party to effect the Contemplated Transactions, (iic) any action, suit, claim, investigation or proceeding commenced, threatened in writing against, relating to or involving or otherwise affecting such party that, if pending on the date hereof, would have been required to have been disclosed pursuant to this Agreement, in each case, to Sellers’ Knowledge; and (d) any written notice or other written communication from any Person or Governmental Authority alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) Contemplated Transactions. The parties hereby acknowledge that the Indemnified Parties do not and shall not waive any notice or other communication from rights they may have hereunder as a result of any Governmental Authority, including in connection with the transactions contemplated by this Agreement; and (iv) any Action commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information notification given pursuant to this Section 8.5 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules7.5.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller Each of CME Group and NYMEX Holdings shall promptly notify Buyer in writing of: the other after receiving or becoming aware of (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 to be satisfied; (iia) any notice or other communication from any Person alleging that the consent of such that Person is or may be required in connection with the transactions contemplated by this Agreement; , (iiib) 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, (c) any notice litigation or other communication from any Governmental Authority, including in connection with the transactions contemplated by this Agreement; and (iv) any Action investigation commenced or, to Seller’s Knowledgeits knowledge, threatened against, relating to or otherwise involving CME Group or otherwise affecting Seller thatany of the CME Group Subsidiaries or NYMEX Holdings or any of the NYMEX Holdings Subsidiaries, if pending on as the date of this Agreementcase may be, would have been required to have been disclosed pursuant to Section 6.19 or that relates to the consummation of the transactions contemplated by this Agreement. Agreement and (bd) Buyer’s receipt any failure of information CME Group or NYMEX Holdings, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 8.5 6.11 shall not operate as a waiver limit or otherwise affect any representationthe remedies available hereunder to the Party receiving such notice; and provided, warranty or agreement given or made by Seller in further that a failure to comply with this Agreement (including Section 10.1) and 6.11 shall not constitute a failure of any condition set forth in Article VII to be deemed satisfied unless the underlying event itself would independently result in the failure of a condition set forth in Article VII to amend be satisfied or supplement the Disclosure Schedulessuch failure was willful.

Notice of Certain Events. (a) From the date hereof until the ClosingClosing Date, Seller Equity Holders shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action action, the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect on the Company or its Business, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller Equity Holder hereunder not being materially true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 2.2 to be satisfied;; and (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including in connection with the transactions contemplated by this Agreement; and (iv) any Action actions commenced or, to Seller’s Equity Holders’ Knowledge, threatened against, against the Company relating to or involving or otherwise affecting Seller the Business or the assets or properties of the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 4.8 or that directly relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller Equity Holders in this Agreement (including Section 10.1) and shall not be deemed to Agreement, unless the Equity Holders amend or supplement the applicable Disclosure SchedulesSchedules by written notice to Buyer.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller the Target shall promptly notify Buyer Parent in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller the Target hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s the Target's Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Target that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.11 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s Parent's receipt of information pursuant to this Section 8.5 5.05 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller the Target in this Agreement (including Section 10.18.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller Sellers shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller Sellers hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to SellerSellers’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller Sellers or Brio that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 4 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 5.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller Sellers in this Agreement (including Section 10.18.01 and Section 9.01(b) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, had a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, in any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, in the failure of any of the conditions set forth in Section 9.2 7.2 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iviii) any Action Actions commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Business, the Purchased Assets or the Assumed Liabilities that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 4.5 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 6.3 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules8.1(b)).

Notice of Certain Events. (a) From the date hereof until the Closing, Seller Sellers shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller Sellers hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.2 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this AgreementTransactions; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this AgreementTransactions; and (iv) any Action Actions commenced or, to the Knowledge of any Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller or the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.10 or that relates to the consummation of the transactions contemplated by this AgreementTransactions. (b) Buyer’s receipt of information pursuant to this Section 8.5 5.3 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.18.2 and Section 9.1(b)) and shall not be deemed to amend or supplement the Disclosure SchedulesSchedules attached hereto.

Notice of Certain Events. (a) From the date hereof of this Agreement until the Closing, Seller the Company and the Sellers shall promptly as soon as practicable notify Buyer Purchaser in writing of: : (i) any fact, circumstance, event or action relating to any of Sellers, the Company or the Subsidiaries the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could would reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, in the failure of any of the conditions set forth in Section 9.2 6.01 or Section 6.02 to be satisfied; ; (ii) any notice or other communication from any Person person alleging that the consent of such Person person is or may be required in connection with the transactions contemplated by this Agreement; ; and (iii) any notice or other communication from any Governmental AuthorityEntity in connection with the transactions contemplated by this Agreement. From the date of this Agreement until the Closing, including Purchaser shall as soon as practicable notify Sellers and the Company in writing of: (A) any circumstance, event or action relating to Purchaser the existence, occurrence or taking of which has resulted or would reasonably be expected to result in the failure of any of the conditions set forth in Section 6.01 or Section 6.03 to be satisfied; (B) any notice or other communication from any person alleging that the consent of such person is required in connection with the transactions contemplated by this Agreement; and and (ivC) any Action commenced or, to Seller’s Knowledge, threatened against, relating to notice or involving or otherwise affecting Seller that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 or that relates to the consummation of other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller the Company and the Shareholder shall promptly notify Buyer 4Front in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller the Company and the Shareholder hereunder not being true and correct or (CB) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Sellerthe Company’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Company or the Shareholder that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.09 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer4Front’s receipt of information pursuant to this Section 8.5 5.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller the Company or the Shareholder in this Agreement (including Section 10.18.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules, unless the Closing occurs, in which event such information shall be deemed to amend and supplement the representations and warranties of the Shareholder and the Disclosure Schedules, as applicable.

Notice of Certain Events. Seller or Acquiror shall promptly notify the other of any of the following events: (a) From the date hereof until the Closing, Seller shall promptly notify Buyer in writing of: occurrence or non-occurrence of any event which would be likely to cause (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder of such party contained in this Agreement to be untrue or inaccurate in any material respect (including if such party receives a notice of violation relating to any Hazardous Material, becomes aware that it is not being true and correct in compliance with all Environmental Laws in all material respects, receives written notice from any tenant that such party is in default under any lease or (C) has resulted in, or could reasonably be expected to result in, the failure becomes aware of any of the conditions set forth in Section 9.2 to be satisfied; material default by a tenant under any lease) or (ii) any notice covenant, condition or other communication from any Person alleging that the consent agreement of such Person is party contained in this Agreement not to be complied with or may satisfied (including if such party reasonably believes that it will be required in connection with unable to obtain one or more of the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including in connection with consents of the transactions contemplated by this Agreement; and (iv) any Action commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 or that relates Existing Mortgage Lenders prior to the consummation of the transactions contemplated by this Agreement. Extended Outside Date); and (b) Buyer’s receipt any failure of information such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, that the delivery of any notice pursuant to this Section 8.5 5.13 shall not operate as a waiver limit or otherwise affect the remedies available to the party receiving such notice. In addition, Seller will promptly inform Acquiror of the happening of any representation, warranty or agreement given or made event which would render any information supplied by Seller specifically for inclusion in this Agreement (including Section 10.1) and shall not be deemed to amend the Offering Memorandum or supplement in any Registration Statement incorrect in any material respect or would require the Disclosure Schedulesamendment of the Offering Memorandum or any such Registration Statement.

Notice of Certain Events. (a) From the date hereof until the Closingearlier to occur of the Closing or the valid termination of this Agreement in accordance with the terms hereof, Seller Sellers’ Representative shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller the Company or Sellers hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 8.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent Approval of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including whether or not in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller or the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 4.11 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 6.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller the Company or Sellers in this Agreement (including Section 10.19.02 and Section 10.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the ClosingClosing or the termination of this Agreement in accordance with Section 9.01, Seller Sellers shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could would reasonably be expected to result in, any representation or warranty made by Seller Sellers hereunder not being true and correct or (C) has resulted in, or could would reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s Sellers’ Knowledge, threatened against, relating to or involving or otherwise affecting Seller Sellers or the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.17 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 5.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller Sellers in this Agreement (including Section 10.18.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. From and after the Execution Date until the earlier to occur of (a) From the date hereof until Contribution Closing Date and (b) the Closingtermination of this Agreement pursuant to Section 7.1, Seller each of the Acquirer Parties, on the one hand, and the Contributor Parties, on the other hand, shall promptly notify Buyer in writing of: the other of (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has hadoccurrence, or could reasonably non-occurrence, of any Event that would be expected likely to havecause any condition to the obligations of the other Party to effect the Contribution and the other transactions contemplated by this Agreement not to be satisfied or (ii) the failure of the Acquirer Parties or the Contributor Parties to comply with or satisfy any covenant, individually condition or in the aggregate, a Material Adverse Effect, (B) has resulted in, agreement to be complied with or could satisfied by it pursuant to this Agreement that would reasonably be expected to result inin any condition to the obligations of the other Party to effect the Contribution and the other transactions contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.2 shall not cure the inaccuracy of any representation or warranty made by Seller warranty, the failure to comply with any covenant, the failure to meet any condition or otherwise limit or affect the remedies available hereunder to the Party receiving such notice; provided, further, that the failure to comply with this Section 5.2 shall not being true and correct or (C) has resulted in, or could reasonably be expected to result in, in the failure of any of the conditions set forth to the Closing in Section 9.2 Article VI to be satisfied; (ii) , or give rise to any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by right to terminate this Agreement; (iii) any notice or other communication from any Governmental Authority, including in connection with the transactions contemplated by this Agreement; and (iv) any Action commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller thatAgreement under Section 7.1, if pending on the date underlying Event would not in and of this Agreement, would have been required itself give rise to have been disclosed pursuant to Section 6.19 such failure or that relates to the consummation of the transactions contemplated by this Agreementright. (b) Buyer’s receipt of information pursuant to this Section 8.5 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller the Company shall promptly notify Buyer Parent in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect with regard to the Company, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller the Company hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the notice or consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s the Company's Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.13 or that relates to the consummation of the transactions contemplated by this Agreement. (b) BuyerParent’s receipt of information pursuant to this Section 8.5 5.05 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller the Company in this Agreement (including Section 10.18.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Company Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller the Company and the Transferors, severally and not jointly, shall promptly notify Buyer MedMen in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller the Company or Transferors, as the case may be, hereunder not being materially true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 8.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this AgreementTransaction; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this AgreementTransaction; and (iv) any Action Actions commenced or, to Seller’s Transferors’ Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Companies that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 4.17 or that relates to the consummation of the transactions contemplated by this AgreementTransaction. (b) BuyerMedMen’s receipt of information pursuant to this Section 8.5 8.06 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller Transferors in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Company or Transferors Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the ClosingClosing (or the earlier termination of this Agreement in accordance with its terms), Seller each party shall promptly notify Buyer the other party in writing of: (ia) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect on such party, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller such party hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 or Section 7.03, as applicable, to be satisfied; (iib) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iiic) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (ivd) any Action Actions commenced or, to Sellerthe applicable party’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Business, the Purchased Assets or the Assumed Liabilities that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 the terms of this Agreement or that relates to the consummation of the transactions contemplated by this Agreement. (be) Buyer’s receipt of information pursuant to this Section 8.5 6.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller Sellers in this Agreement (including Section 10.1) Agreement, and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the ClosingClosing Date, Seller Equity Holder shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action action, the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect on the Company or its Business, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller Equity Holder hereunder not being materially true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 2.2 to be satisfied;; and (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including in connection with the transactions contemplated by this Agreement; and (iv) any Action actions commenced or, to SellerEquity Holder’s Knowledge, threatened against, against the Company relating to or involving or otherwise affecting Seller the Business or the assets or properties of the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 4.8 or that directly relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller Equity Holder in this Agreement (including Section 10.1) and shall not be deemed Agreement, unless Equity Holder amends or supplements the applicable Disclosure Schedules by written notice to amend or supplement the Disclosure SchedulesBuyer.

Notice of Certain Events. (a) From the date hereof until the Closing, each of the Seller and FTRK shall promptly notify Buyer the Purchasers in writing of: (i) any fact, circumstance, event event, or action the existence, occurrence occurrence, or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by the Seller hereunder not being true and correct correct, or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to the Seller’s Knowledgeknowledge, threatened against, relating to to, or involving or otherwise affecting the Seller or FTRK that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.09 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s The Purchasers’ receipt of information pursuant to this Section 8.5 5.04 shall not operate as a waiver or otherwise affect any representation, warranty warranty, or agreement given or made by the Seller or FTRK, as applicable, in this Agreement (including Section 10.18.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the First Closing, Seller the Sellers shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller the Sellers hereunder not being true and correct or (CB) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s the Sellers’ Knowledge, threatened against, relating to to, or involving or otherwise affecting Seller any Seller, the Company, or any Subsidiary that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.14 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 5.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller Sellers in this Agreement (including Section 10.18.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From a. During the date hereof until the ClosingInterim Period, Seller shall promptly notify Buyer in writing of: : (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ii) any breach of any representation, (B) has resulted inwarranty, covenant or agreement of Seller contained in this Agreement which, if not cured, could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of cause any of the conditions to Closing set forth in Section 9.2 Article 7 not to be satisfied; ; (iiiii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; ; (iiiiv) any notice or other communication from any Governmental Authority, including Entity in connection with the transactions contemplated by this Agreement; and or (ivv) any Action Proceeding commenced or, to the Knowledge of Seller’s Knowledge, threatened against, relating to or to, involving or otherwise affecting Seller the Business, the Transferred Assets or the Assumed Liabilities that, if pending on the date of this Agreement, would have been 4826-7940-7793v12/101501-0066 required to have been disclosed pursuant to Section 6.19 3.9 of this Agreement or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt b. In no event shall the delivery of information any notice by Seller pursuant to this Section 8.5 shall not operate as a waiver 5.4: (i) limit or otherwise affect any representationthe rights, warranty obligations, representations, warranties, covenants or agreement given agreements of Buyer or made by the conditions to the obligations of Buyer and Seller in under this Agreement Agreement; or (including Section 10.1ii) and shall not be deemed to amend or supplement the Disclosure SchedulesSchedule or constitute an exception to any representation, warranty, covenant or agreement.

Notice of Certain Events. (a) From The Sellers, the date hereof until Company or Purchaser, as the Closingcase may be, Seller shall promptly notify Buyer in writing each other party of: (ia) any fact, circumstance, change or event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to havethat, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, had or could reasonably be expected to have a Seller Material Adverse Effect, Company Material Adverse Effect or Purchaser Material Adverse Effect, as the case may be, or otherwise result in, in any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth Sellers or Purchaser hereunder being inaccurate in Section 9.2 to be satisfiedany material respect; (iib) any change or event that, individually or in the aggregate, is reasonably likely to result in its failure to satisfy any condition specified in Article VII; (c) any notice or other communication from any Person person alleging that the consent Consent of such Person person is or may be required in connection with the Acquisition and the other transactions contemplated by this Agreementhereby; (iiid) to the extent permitted by Applicable Law, any notice or other communication from any Governmental Authority, including Entity in connection with the Acquisition and the other transactions contemplated by this Agreementhereby; and (ive) to the extent permitted by Applicable Law, any Action Proceeding commenced or, to Seller’s Knowledgethe knowledge of the Sellers, to the knowledge of Purchaser or to the knowledge of the Company, as the case may be, threatened against, relating to or involving or otherwise affecting Seller that, if pending on the date of this Agreement, would have been required Company that has had or is reasonably likely to have been disclosed pursuant to Section 6.19 a Company Material Adverse Effect or that relates to the consummation of the Acquisition and the other transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 shall hereby. Each party hereby acknowledges that the other parties do not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Scheduleswaive any right such party may have hereunder as a result of such notifications.

Notice of Certain Events. (a) From the date hereof until the Closingearlier of the termination of this Agreement or the Closing Date, Seller the Company shall promptly notify Buyer in writing of: : (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could would reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; ; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; ; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and and (iv) any Action Actions commenced or, to Seller’s Knowledgethe Knowledge of the Company, threatened against, relating to the Company or involving or otherwise affecting Seller any of the Subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.17 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 5.05 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller the Company in this Agreement (including Section 10.18.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From During the date hereof until the ClosingInterim Period, Seller shall promptly notify Buyer in writing of: (i) i. any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect on the Company, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct in any material respect or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) . any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including in connection with the transactions contemplated by this Agreement; and (iv) iii. any Action Actions commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 or that relates to the consummation of the transactions contemplated by this Agreement. (b) BuyerNo party’s receipt of information pursuant to this Section 8.5 5.05 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller any other party in this Agreement (including Section 10.18.02) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iviii) any Action Actions commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Business, the Purchased Assets or the Assumed Liabilities that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 4.12 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 6.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.18.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller Sellers shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller Sellers hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s 's Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Business, the Acquired Franchisees, the Purchased Assets, or the Assumed Liabilities that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 4.14 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s 's receipt of information pursuant to this Section 8.5 6.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.1) or the Ancillary Documents and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller Sellers shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by any Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting any Seller or the Company, any Subsidiary, or any Affiliated Practice that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.17 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 5.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.18.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller shall promptly notify Buyer in writing of: (ia) any fact, circumstance, event or action the existence, occurrence or taking of which (Ai) has had, or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (Bii) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (Ciii) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 8.1 or Section 8.3 to be satisfied; (iii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iiiii) any notice or other communication from any Governmental Authority, including or Regulatory Authority in connection with the transactions contemplated by this Agreement; and (iviii) any Action Actions commenced or, to Seller’s Knowledgeknowledge, threatened against, relating to or involving or otherwise affecting Seller the Business, the assets or liabilities of the Company or any Company Subsidiary that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 4.6 or Section 4.11 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 6.6 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Company Disclosure SchedulesLetter.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller the Company shall promptly notify Buyer Parent in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could would reasonably be expected to result in, any representation or warranty made by Seller the Company hereunder not being true and correct or (C) has resulted in, or could would reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 8.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Sellerthe Company’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 4.15 or that relates to the consummation of the transactions contemplated by this Agreement. (b) BuyerParent’s receipt of information pursuant to this Section 8.5 6.07 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller the Company in this Agreement (including Section 10.110.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, the Seller Parties shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by the Seller Parties or the Company hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 Article 8 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s Knowledgethe Knowledge of the Member, threatened against, relating to or involving or otherwise affecting any Seller Parties or the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 5.11 or that relates to the consummation of the transactions contemplated by this AgreementAgreement and the Ancillary Agreements. (b) Buyer’s receipt of information pursuant to this Section 8.5 7.4 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the Seller Parties or the Company in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller shall promptly notify Buyer in writing of: (i) : any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) ; any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) ; any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) and any Action Actions commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller thatthe Business, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 Purchased Assets or that relates to the consummation of the transactions contemplated by this Agreement. (b) Assumed Liabilities. Buyer’s receipt of information pursuant to this Section 8.5 6.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.18.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller the Company shall promptly notify Buyer Purchaser in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller the Company hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 5.2 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Body in connection with the transactions contemplated by this Agreement; and (iv) any Action Legal Proceeding commenced or, to Sellerthe Company’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 2.18 or that relates to the consummation of the transactions contemplated by this Agreement. (b) BuyerPurchaser’s receipt of information pursuant to this Section 8.5 4.5 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller the Company in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller Sellers shall promptly notify Buyer in writing of: : (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller Sellers hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.2 to be satisfied; ; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; Transactions; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this AgreementTransactions; and and (iv) any Action Actions commenced or, to the Knowledge of any Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller or the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.10 or that relates to the consummation of the transactions contemplated by this AgreementTransactions. (b) Buyer’s receipt of information pursuant to this Section 8.5 5.3 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.18.2 and Section 9.1(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.Schedules attached hereto. 5.4

Notice of Certain Events. (a) 8.19.1 From the date hereof Execution Date until the Closing, Seller shall promptly notify Buyer Purchaser in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectmaterial adverse effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 6.1 to be satisfied; (ii) any notice or other communication from any Person person alleging that the consent of such Person person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including governmental authority in connection with the transactions contemplated by this Agreement; and (iv) any Action legal action or other proceeding before any court or administrative agency commenced or, to Seller’s Knowledge's knowledge, threatened against, relating to or involving or otherwise affecting Seller the Facilities or the Purchased Assets that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 this Agreement or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s 8.19.2 Purchaser's receipt of information pursuant to this Section 8.5 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedulesany disclosure schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller the Members shall promptly notify Buyer in writing ofof any: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller the Members hereunder not being true and correct correct, or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.2 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action actions or proceedings commenced or, to Seller’s the Members’ Knowledge, threatened against, relating to or involving or otherwise affecting Seller either of the Members or any Acquired Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to under Section 6.19 4.5(a) or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to under this Section 8.5 6.4 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller the Members or Green in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof Effective Date until the Closing, Seller shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect on Seller, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct in any material respect, or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions to Closing set forth in Section 9.2 2.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Entity in connection with the transactions contemplated by this Agreement; and (iviii) any Action legal actions commenced or, to Seller’s Knowledgeknowledge, threatened against, relating to or involving or otherwise affecting Seller that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 Buyer or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 5.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure SchedulesAgreement.

Notice of Certain Events. (a) From the date hereof of this Agreement until the Closing, Seller shall promptly notify Buyer in writing if it becomes aware of: (i) i. any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 to be satisfied7.2; (ii) . any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) . any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) . any Action commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller the System, the Purchased Assets or the Assumed Liabilities that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 4.13 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 6.4 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure SchedulesSchedules to this Agreement.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller the Company shall promptly notify Buyer Parent in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller the Company hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Sellerthe Company’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.17 or that relates to the consummation of the transactions contemplated by this Agreement. (b) BuyerParent’s receipt of information pursuant to this Section 8.5 5.05, shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller the Company in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof of this Agreement until the ClosingClosing Date, the Seller shall will promptly notify the Buyer and the Buyer will promptly notify the Seller in writing of: of (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent Consent of such Person is or may be required in connection with the transactions contemplated by execution, delivery or performance of this Agreement; Agreement or the consummation of the Transaction; (iiiii) any notice or other communication from any Governmental Authority, including Government Entity in connection with the transactions contemplated by this AgreementTransaction; and (iviii) any Action commenced or, to Seller’s Knowledge, threatened against, Actions or investigations relating to or involving or otherwise affecting Seller thatthe Company; (iv) any Order or notification relating to any material violation or claimed violation of Law involving or otherwise affecting the Company; (v) the existence or non-existence or occurrence or non-occurrence of any event, if pending on condition or circumstance the date occurrence or non-occurrence of which does or would cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date; and (vi) any failure of the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that no notice of the facts, conditions or circumstances referred to therein delivered pursuant to Sections 8.02 and 8.06 of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 or that relates to Agreement may be considered in determining the consummation fulfillment of the transactions contemplated by conditions set forth in Section 9.01 of this Agreement. (b) Buyer’s receipt Agreement or be effective to cure or correct any breach of information pursuant to this Section 8.5 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given covenant which would have existed by reason of the Seller’s or made by Seller in this Agreement (including Section 10.1) Buyer`s not giving such notice and shall will not be deemed limit or otherwise affect the remedies available to amend the Buyer or supplement to the Disclosure SchedulesSeller, as the case may be.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.01 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Business, or the Purchased Assets that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 4.15 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 6.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.18.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.2 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Business, the Purchased Assets or the Assumed Liabilities that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 4.16 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 6.4 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.18.2 and Section 9.1(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller shall promptly notify Buyer, and Buyer shall notify Seller, in writing of: (ia) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller or Buyer, as applicable, hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 3.03 to be satisfied; (iib) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iiic) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and; (ivd) with respect to Seller, any Action Actions commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller thatthe Business, if pending on the date of Purchased Assets or the Assumed Liabilities; and (e) with respect to Buyer, any Actions commenced or, to Parent’s Knowledge, threatened against, relating to or involving or otherwise affecting this Agreement, would have been required to have been disclosed pursuant to Section 6.19 Agreement or that relates to the consummation of the transactions contemplated by this Agreementhereby. (b) Buyer’s receipt of information pursuant to this Section 8.5 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 ‎Section 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Business, the Purchased Assets or the Assumed Liabilities that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 ‎Section 4.16 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 6.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.1‎Section 8.02 and ‎Section 9.01) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller Sellers shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to the Knowledge of any Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller Sellers or the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to in Section 6.19 3.20 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 5.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.18.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller the Company shall promptly notify Buyer Holdings, in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (Aa) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (Bb) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller the Company hereunder not being true and correct or (Cc) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.2 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Sellerthe Company’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.17 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s Holdings’ receipt of information pursuant to this Section 8.5 5.5 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller the Company in this Agreement (including Section 10.1Sections 8.2) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller Sellers’ Representative shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by any Seller or the Company hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s Sellers’ Knowledge, threatened against, relating to or involving or otherwise affecting any Seller or the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.15 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 5.08 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by any Seller in this Agreement (including Section 10.18.02 and Section 9.01(c)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller the Company shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller the Company hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 17.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Sellerthe Company’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 13.18 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 15.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller the Company in this Agreement (including Section 10.118.02 and 19.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules; provided, however, that if such information is a description of a matter that would give Buyer the right to terminate this Agreement and Buyer does not, within five Business Days after receipt of such information, elect to so terminate this Agreement, then such information shall be deemed to amend or supplement the Disclosure Schedules and Buyer shall have waived its right to indemnification under this Agreement with respect to such matter.

Notice of Certain Events. (a) From Between the date hereof until and the ClosingClosing Date, Seller shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 to be satisfied; (iia) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iiib) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; (c) in the event, after the date of this Agreement, Seller receives any written notice that any Significant Customer of the Business has ceased, or will cease, to use the products, equipment, goods or services of the Business, or has substantially reduced, or will substantially reduce, the use of such products, equipment, goods or services or that any Significant Supplier will not sell raw materials, supplies, merchandise and other goods to Seller or Seller receives oral notice thereof under circumstances that Seller in good faith believes to have a reasonable likelihood of being effectuated, then Seller shall give Buyer prompt written notice thereof and Seller and Buyer shall cooperate and communicate with such Significant Customer or Significant Supplier to address the concerns giving rise to such notice; and (ivd) any Action Actions commenced or, to Knowledge of Seller’s Knowledge, threatened against, to be commenced relating to Seller or involving or otherwise affecting Seller the Business that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 or that relates to the consummation of the transactions contemplated by this Agreement4.8. (b) Buyer’s receipt of information pursuant to this Section 8.5 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence occurrence, or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, had a Material Adverse Effect, (B) has resulted inor, with notice, the passage of time or could reasonably be expected to both may result in, in any representation or warranty made by Seller hereunder not being true and correct correct, or (C) has resulted inor, with notice, the passage of time or could reasonably be expected to both may result in, in the failure of any of the conditions set forth in Section 9.2 7.2 to be satisfied; (ii) any notice or other written communication from any Person alleging that the consent of such Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s Knowledge, threatened threatened, against, relating to to, or involving or otherwise affecting Seller thatthe Business, if pending on the date of this AgreementPurchased Assets, would have been required to have been disclosed pursuant to Section 6.19 or that relates to the consummation of the transactions contemplated by this AgreementAssumed Liabilities. (b) Buyer’s receipt of information pursuant to this Section 8.5 6.4 shall not operate as a waiver or otherwise affect any representation, warranty warranty, or agreement given or made by Seller in this Agreement (including Section 10.18.1(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; (iv) the termination for cause, resignation or retirement of any Company Employee or officer or director of the Company, or the adoption, modification, or termination of any agreement with any independent contractor or consultant of the Company; and (ivv) any Action Actions commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller or the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.17 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 5.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.18.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller the Companies shall promptly notify Buyer ZFG in writing of: (i) i. any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller the Companies hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) . any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) . any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) . any Action Actions commenced or, to Seller’s the Companies’ Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Companies that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 or that relates to the consummation of the transactions contemplated by this Agreement. (b) BuyerZFG’s receipt of information pursuant to this Section 8.5 5.03 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller the Companies in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules.