Common use of Notices of Certain Events Clause in Contracts

Notices of Certain Events. (a) The Seller shall promptly notify the Purchaser of: (i) 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; (ii) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (iii) any actions, suits, claims, investigations or proceedings commenced or, to Seller’s Knowledge threatened against, relating to or involving or otherwise affecting the Seller or the Companies that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.7 that relate to the consummation of the transactions contemplated by this Agreement; (iv) any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof that could reasonably be expected to cause the conditions set forth in Section 8.2 not to be satisfied; and (v) any failure of the Seller to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (b) The delivery of any notice pursuant to this Section 5.3 shall not limit or otherwise affect the remedies available hereunder to the party receiving that notice.

Notices of Certain Events. (a) The Seller Buyer shall promptly notify the Purchaser Sellers of: (ia) 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; (iib) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (iiic) any actions, suits, claims, investigations or proceedings commenced or, to Seller’s the Knowledge of Buyer, threatened against, relating to or involving or otherwise affecting the Seller or the Companies Buyer that, if pending on the date of this Agreement, would have been required or could reasonably be expected to have been disclosed pursuant to Section 3.7 that relate to hinder, prevent or delay the consummation of the transactions contemplated by this Agreementhereunder; (ivd) any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof that could reasonably be expected to cause the conditions condition set forth in Section 8.2 8.03(a) not to be satisfied; and (ve) any failure of the Seller by Buyer to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (bhereunder that could reasonably be expected to cause the condition set forth in Section 8.03(a) The not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.3 7.03 shall not limit or otherwise affect the remedies available hereunder to the party receiving that notice.

Notices of Certain Events. (a) The Seller Each of the Company and Parent shall promptly notify the Purchaser other of: (ia) 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; (iib) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (iii) any actionsActions, suits, claims, audits, investigations or proceedings commenced or, to Seller’s Knowledge its knowledge, threatened against, relating to or involving or otherwise affecting the Seller Company or any of its Subsidiaries or Parent or any of its Subsidiaries, as the Companies case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any Section 3.7 of this Agreement or that relate to the consummation of the transactions contemplated by this AgreementTransactions; (ivc) any inaccuracy of any representation or warranty of that party contained in this Agreement at any time during the term hereof that could reasonably be expected to cause the conditions condition set forth in Section 8.2 (ii)(b) of the Offer Conditions not to be satisfied; and (vd) any failure of the Seller that party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; hereunder that could reasonably be expected to cause the condition set forth in Section (bii)(d) The of the Offer Conditions not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.3 7.19 shall not affect or be deemed to modify any representation or warranty made by any party hereunder or limit or otherwise affect the conditions hereof or the remedies available hereunder to the party receiving that such notice.

Notices of Certain Events. (a) The Seller Each of the Company and Parent shall promptly notify the Purchaser other of: (ia) 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; (iib) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (iii) any actions, suits, claims, investigations or proceedings commenced or, to Seller’s Knowledge threatened against, relating to or involving or otherwise affecting the Seller or the Companies that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.7 that relate to the consummation of the transactions contemplated by this Agreement; (ivc) any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof that could reasonably be expected to cause the conditions any condition set forth in Section 8.2 Article 9 of this Agreement not to be satisfied; and (vd) any failure of the Seller that party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (b) The hereunder that would reasonably be expected to cause any condition set forth in Article 9 of this Agreement not to be satisfied; provided that the delivery of any notice pursuant to this Section 5.3 8.10 shall not limit or otherwise affect the remedies available hereunder to the party receiving that notice.

Notices of Certain Events. (a) The Seller Buyer shall promptly notify the Purchaser Seller and Parent of: (ia) 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; (iib) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (iiic) any actions, suits, claims, investigations or proceedings commenced or, to SellerBuyer’s Knowledge knowledge threatened against, relating to or involving or otherwise affecting the Seller or the Companies Buyer that, if pending on the date of this Agreement, would have been required or could reasonably be expected to have been disclosed pursuant to Section 3.7 that relate to hinder, prevent or delay the consummation of the transactions contemplated by this Agreementhereunder; (ivd) any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof that could reasonably be expected to cause the conditions condition set forth in Section 8.2 7.03(a) not to be satisfied; and (ve) any failure of the Seller by Buyer to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (bhereunder that could reasonably be expected to cause the condition set forth in Section 7.03(a) The not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.3 6.03 shall not limit or otherwise affect the remedies available hereunder to the party receiving that notice.

Notices of Certain Events. (a) The Seller Each of the Company and Parent shall promptly notify the Purchaser other of: (ia) 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; (iib) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, including notices and communications related to Tax matters; (iiic) any actions, suits, claims, investigations or proceedings commenced or, to Seller’s Knowledge its knowledge, threatened against, including as to Tax matters, relating to or involving or otherwise affecting the Seller Company or any of its Subsidiaries or Parent and any of its Subsidiaries, as the Companies case may be, (i) that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any Section 3.7 of this Agreement or (ii) that relate to the consummation of the transactions contemplated by this Agreement; (ivd) any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof of this Agreement that could reasonably be expected to cause the conditions set forth in Section 8.2 10.02(a), Section 10.02(b), Section 10.03(a) or Section 10.03(b) not to be satisfied; and (ve) any failure of the Seller that party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (b) The ; provided, however, that the delivery of any notice pursuant to this Section 5.3 9.07 shall not limit or otherwise affect the remedies available hereunder to the party receiving that notice.

Notices of Certain Events. (a) The Seller Each of the Company and Parent shall promptly notify the Purchaser other of: (ia) 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; (iib) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, including notices and communications related to Tax matters; (iiic) any actions, suits, claims, investigations or proceedings commenced or, to Seller’s Knowledge its knowledge, threatened against, including as to Tax matters, relating to or involving or otherwise affecting the Seller Company or any of its Subsidiaries or Parent and any of its Subsidiaries, as the Companies case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any Section 3.7 of this Agreement or that relate to the consummation of the transactions contemplated by this Agreement; (ivd) any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof of this Agreement that could reasonably be expected to cause the conditions set forth in Section 8.2 10.02(a), Section 10.02(b), Section 10.03(a) or Section 10.03(b) not to be satisfied; and (ve) any failure of the Seller that party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (b) The ; provided, however, that the delivery of any notice pursuant to this Section 5.3 9.08 shall not limit or otherwise affect the remedies available hereunder to the party receiving that notice.

Notices of Certain Events. (a) The Seller Each party shall promptly notify the Purchaser others of: (ia) any material notice or other material 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, which consent would be material to Hurricane and its Subsidiaries taken as a whole after giving effect to the Merger; (iib) any material notice or other material communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (iiic) any actions, suits, claims, investigations or proceedings commenced or, to Seller’s Knowledge its knowledge, threatened against, relating to or involving or otherwise affecting Cyclone or any of its Subsidiaries or Hurricane and any of its Subsidiaries, as the Seller or the Companies case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.7 any of such party’s representations or warranties, as the case may be, or that relate to the consummation of the transactions contemplated by this Agreement; (ivd) any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof that could would reasonably be expected to cause the conditions any condition set forth in Section 8.2 Article 9 not to be satisfied; and (ve) any failure of the Seller that party to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; (b) The hereunder that would reasonably be expected to cause any condition set forth in Article 9 not to be satisfied; provided that the delivery of any notice pursuant to this Section 5.3 8.11 shall not limit or otherwise affect the remedies available hereunder to the party receiving that notice.

Notices of Certain Events. (a) The Seller shall promptly notify the Purchaser Buyer of: (ia) 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; (iib) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (iiic) any actions, suits, claims, investigations or proceedings commenced or, to Seller’s Knowledge its knowledge threatened against, relating to or involving or otherwise affecting the Seller or the Companies Company or any Subsidiary that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.7 3.13 or that relate to the consummation of the transactions contemplated by this Agreement; (ivd) any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof that could that, to the actual knowledge of ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ and, with respect to the specific representations and warranties set forth opposite their names, the individuals set forth in Schedule 5.03(d) without inquiry, would reasonably be expected to cause the conditions set forth in Section 8.2 10.02(a) and Section 10.02(d) not to be satisfied; and (ve) any failure of the Seller to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (b) The ; provided, however, that the delivery of any notice pursuant to this Section 5.3 5.03 shall not limit or otherwise affect the remedies available hereunder to the party receiving that notice.

Notices of Certain Events. (a) The Each Seller shall promptly notify the Purchaser Buyer of: (ia) 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; (iib) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (iiic) any actions, suits, claims, investigations or proceedings commenced or, to Seller’s Knowledge its knowledge threatened against, relating to or involving or otherwise affecting the such Seller or the Companies Company or any Subsidiary that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.7 3.13 or that relate to the consummation of the transactions contemplated by this Agreement; (ivd) any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof that could reasonably be expected to cause the conditions condition set forth in Section 8.2 8.02(a) and Section 8.02(f) not to be satisfied; and (ve) any failure of the such Seller to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; (b) The delivery of any notice pursuant to this Section 5.3 ; 5.03 shall not limit or otherwise affect the remedies available hereunder to the party receiving that notice.

Notices of Certain Events. (a) The Seller Each of the Company and Parent shall promptly notify the Purchaser other of: : (ia) 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 transactions contemplated by this Agreement; ; (iib) any notice or other material written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; Agreement (iiiother than such communications contemplated in ‎Section 9.01, which shall be governed by such Section); (c) any actions, suits, claims, investigations or proceedings Actions commenced or, to Seller’s the Knowledge of the Company, threatened against, relating to or involving or otherwise affecting the Seller Company or any of its Subsidiaries or Parent and any of its Subsidiaries, as the Companies thatcase may be, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.7 that relate to the consummation of the transactions contemplated by this Agreement; ; (ivd) any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof that could reasonably be expected to cause the conditions set forth in Section 8.2 any Offer Condition not to be satisfied; and and (ve) any failure of the Seller that party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (b) The hereunder that could reasonably be expected to cause any Offer Condition not to be satisfied; provided that the delivery of any notice pursuant to this Section 5.3 ‎Section 9.07 shall not limit or otherwise affect the remedies available hereunder to the party receiving that such notice.

Notices of Certain Events. (a) The Seller From the date hereof until the First Closing Date, the Company shall promptly notify the Purchaser each Investor of: (ia) 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; (iib) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreementthe Transaction Documents; (iiic) any actions, suits, claims, investigations or proceedings commenced or, to Seller’s its Knowledge threatened threatened, against, relating to or involving or otherwise affecting the Seller or the Companies any Group Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.7 ‎Section 3.12 or that relate to the consummation of the transactions contemplated by this Agreementthe Transaction Documents; (ivd) any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof that could reasonably be expected to cause the conditions set forth in Section 8.2 ‎Article 8 not to be satisfied; and (ve) any failure of the Seller Warrantors to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it them hereunder; (b) The ; provided, however, that the delivery of any notice pursuant to this Section 5.3 ‎Section 6.03 shall not limit or otherwise affect the remedies available hereunder to the party receiving that notice.

Notices of Certain Events. (a) The Seller Each party shall promptly notify the Purchaser others of: (ia) any material notice or other material 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, which consent would be material to CVS and its Subsidiaries taken as a whole after giving effect to the Merger; (iib) any material notice or other material communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (iiic) any actions, suits, claims, investigations or proceedings commenced or, to Seller’s Knowledge its knowledge, threatened against, relating to or involving or otherwise affecting Caremark or any of its Subsidiaries or CVS and any of its Subsidiaries, as the Seller or the Companies case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.7 any of such party’s representations or warranties, as the case may be, or that relate to the consummation of the transactions contemplated by this Agreement; (ivd) any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof that could would reasonably be expected to cause the conditions any condition set forth in Section 8.2 Article 9 not to be satisfied; and (ve) any failure of the Seller that party to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; (b) The hereunder that would reasonably be expected to cause any condition set forth in Article 9 not to be satisfied; provided that the delivery of any notice pursuant to this Section 5.3 8.10 shall not limit or otherwise affect the remedies available hereunder to the party receiving that notice.

Notices of Certain Events. (a) The Seller Company shall promptly notify the Purchaser Acquiror of: (ia) any written notice or other communication from any Person alleging that, to its Knowledge, alleges that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iib) any written notice or other communication it receives from any Governmental Authority governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement; (iiic) any actions, suits, claims, investigations or proceedings commenced or, to Seller’s Knowledge its Knowledge, threatened against, relating to or involving or otherwise affecting the Seller Company or the Companies any of its Subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.7 4.13 or that relate to the consummation of the transactions contemplated by this Agreement;Agreement of which the Company has Knowledge; and (ivd) any inaccuracy of any representation or warranty made by it contained in this Agreement at any time during the term hereof that could reasonably be expected to cause the conditions set forth in Section 8.2 not to be satisfied; and (v) becoming untrue or inaccurate, or any failure of the Seller Company to comply with or satisfy in any respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; (b) The delivery under this Agreement, in each case, such that any of any notice pursuant the conditions set forth in Article 8 could reasonably be expected to this Section 5.3 not be satisfied; provided, however, that no such notification shall not limit or otherwise affect the representations, warranties, covenants, remedies available hereunder or agreements of the parties or the conditions to the party receiving that noticeobligations of the parties under this Agreement.

Notices of Certain Events. (a) The Seller From and after the date hereof until the Closing, Buyer shall after becoming aware of any of the following promptly notify the Purchaser Company and Sellers of: (ia) 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; (iib) any written notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (iiic) any actions, suits, claims, investigations or proceedings commenced or, to Seller’s Knowledge its knowledge threatened against, relating to or involving or otherwise affecting the Seller or the Companies against Buyer that, if pending on the date of this Agreement, Agreement would have been required to have been disclosed pursuant to Section 3.7 5.07 or that relate to the consummation of the transactions contemplated by this Agreement;; and (ivd) any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof that could reasonably be expected to cause the conditions set forth in Section 8.2 not to be satisfied; and (v) warranty, or any failure of the Seller Buyer to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (bit, contained in this Agreement at any time during the term hereof, in each case would that reasonably be expected to cause the conditions set forth in Section 11.01(b) The or Section 11.01(c) not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.3 7.04 shall not limit or otherwise affect the remedies available hereunder to the party receiving that notice.

Notices of Certain Events. (a) The Seller Each of the Company and Acquiror shall promptly notify the Purchaser other of: (ia) 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; (iib) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this AgreementTransactions; (iiic) any actions, suits, claims, investigations or proceedings commenced or, to Seller’s Knowledge its knowledge, threatened against, relating to or involving or otherwise affecting any member of the Seller Company Group or any Acquiror Party, as the Companies case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any Section 3.7 of this Agreement or that relate to the consummation of the transactions contemplated by this AgreementTransactions; (ivd) any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof that could reasonably be expected to cause the conditions set forth in Section 8.2 ‎Section 8.02(a) or ‎Section 8.03(a) not to be satisfied; and (ve) any failure of the Seller that Party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (b) The ; provided that the delivery of any notice pursuant to this Section 5.3 ‎Section 7.10 shall not limit or otherwise affect the remedies available hereunder to the party receiving that such notice.

Notices of Certain Events. (a) The Seller Each of Concentric and NEXTLINK shall promptly notify the Purchaser other of: (ia) 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; (iib) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (iiic) the occurrence, or non-occurrence, of any actionsevent the occurrence, suitsor non-occurrence, claims, investigations or proceedings commenced or, of which would be reasonably expected to Seller’s Knowledge threatened against, relating to or involving or otherwise affecting the Seller or the Companies that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.7 that relate to the consummation of the transactions contemplated by this Agreement; (iv) any inaccuracy of cause any representation or warranty contained herein to be untrue or inaccurate in this Agreement any material respect at any time during the term period commencing on the date hereof and ending at the Effective Time in a manner such that could reasonably be expected to cause the conditions set forth in Section 8.2 10.2(a)(i) or Section 10.3(a)(i) would not to be satisfied; (d) any actions or suits commenced, or to the Knowledge of Concentric or NEXTLINK, threatened with respect to this Agreement or the transactions contemplated hereby; and (ve) any failure of the Seller such party to comply with or satisfy any covenantcondition set forth in Article X hereof; provided, condition or agreement to be complied with or satisfied by it hereunder; (b) The however, that the delivery of any notice pursuant to this Section 5.3 9.6 shall not limit or otherwise affect the remedies available hereunder to the party receiving that such notice.

Notices of Certain Events. (a) The Seller and Parent shall promptly notify the Purchaser Buyer in full detail of: (ia) 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; (iib) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (iiic) any actions, suits, claims, investigations or proceedings commenced or, to Seller’s Knowledge knowledge threatened against, relating to or involving or otherwise affecting the Seller or Parent or the Companies that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.7 Company or any Subsidiary that relate to the consummation of the transactions contemplated by this Agreement; (ivd) any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof that could reasonably be expected to cause the conditions condition set forth in Section 8.2 7.02(a) not to be satisfied; and (ve) any failure of the Seller or Parent to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (bhereunder that could reasonably be expected to cause the condition set forth in Section 7.02(a) The not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.3 5.03 shall not limit or otherwise affect the remedies available hereunder to the party receiving that notice.

Notices of Certain Events. (a) The Seller Each of E▇▇▇▇▇▇ and Aspen shall promptly notify the Purchaser other of: (ia) 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; (iib) any notice Actions that would reasonably be expected to prevent or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (iii) any actions, suits, claims, investigations or proceedings commenced or, to Seller’s Knowledge threatened against, relating to or involving or otherwise affecting the Seller or the Companies that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.7 that relate to materially delay the consummation of the transactions contemplated by this AgreementTransactions; (ivc) any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof that could reasonably be expected to cause the conditions set forth in Section 8.2 Article ‎10 not to be satisfied; and (vd) any failure of the Seller that party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (b) The hereunder that would reasonably be expected to cause the conditions set forth in Article ‎10 not to be satisfied; provided that the delivery of any notice pursuant to this Section 5.3 ‎7.10 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that noticea failure to comply with this Section ‎7.10 shall not constitute the failure of any condition set forth in Article ‎10 to be satisfied unless the underlying change or event would independently result in the failure of a condition set forth in Article ‎10 to be satisfied.

Notices of Certain Events. (a) The Seller Sellers shall promptly notify the Purchaser Buyers of, and the Buyers shall promptly notify the Sellers of: (ia) 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; (iib) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (iiic) any actions, suits, claims, investigations or proceedings commenced or, to Seller’s its Knowledge threatened against, relating to or involving or otherwise affecting the Seller or the Companies that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.7 any party that relate to the consummation of the transactions contemplated by this Agreement; (ivd) any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof that could reasonably be expected to cause the conditions set forth in Section 8.2 7.02 and Section 7.03 not to be satisfied; and (ve) any failure of the Seller to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (b) The ; provided, however, that the delivery of any notice pursuant to this Section 5.3 6.01 shall not limit or otherwise affect the remedies available hereunder to the party receiving that notice.

Notices of Certain Events. (a) The Seller Each of ▇▇▇▇▇▇▇ and Aspen shall promptly notify the Purchaser other of: (ia) 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; (iib) any notice Actions that would reasonably be expected to prevent or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (iii) any actions, suits, claims, investigations or proceedings commenced or, to Seller’s Knowledge threatened against, relating to or involving or otherwise affecting the Seller or the Companies that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.7 that relate to materially delay the consummation of the transactions contemplated by this AgreementTransactions; (ivc) any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof that could reasonably be expected to cause the conditions set forth in Section 8.2 Article 10 not to be satisfied; and (vd) any failure of the Seller that party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (b) The hereunder that would reasonably be expected to cause the conditions set forth in Article 10 not to be satisfied; provided that the delivery of any notice pursuant to this Section 5.3 7.10 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that noticea failure to comply with this Section 7.10 shall not constitute the failure of any condition set forth in Article 10 to be satisfied unless the underlying change or event would independently result in the failure of a condition set forth in Article 10 to be satisfied.

Notices of Certain Events. (a) The Seller Each of Concentric and NEXTLINK ------------------------- shall promptly notify the Purchaser other of: (ia) 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; (iib) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (iiic) the occurrence, or non-occurrence, of any actionsevent the occurrence, suitsor non-occurrence, claims, investigations or proceedings commenced or, of which would be reasonably expected to Seller’s Knowledge threatened against, relating to or involving or otherwise affecting the Seller or the Companies that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.7 that relate to the consummation of the transactions contemplated by this Agreement; (iv) any inaccuracy of cause any representation or warranty contained herein to be untrue or inaccurate in this Agreement any material respect at any time during the term period commencing on the date hereof and ending at the Effective Time in a manner such that could reasonably be expected to cause the conditions set forth in Section 8.2 10.2(a)(i) or Section 10.3(a)(i) would not to be satisfied; (d) any actions or suits commenced, or to the Knowledge of Concentric or NEXTLINK, threatened with respect to this Agreement or the transactions contemplated hereby; and (ve) any failure of the Seller such party to comply with or satisfy any covenantcondition set forth in Article X hereof; provided, condition or agreement to be complied with or satisfied by it hereunder; (b) The however, that the delivery of any notice pursuant to this Section 5.3 9.6 shall not limit or otherwise affect the remedies available hereunder to the party receiving that such notice.

Notices of Certain Events. (a) The Seller Each party shall promptly notify the Purchaser other party of: (ia) any notice or other communication received by such party from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iib) any notice or other communication from any Governmental Authority Government Entity received by such party in connection with the transactions contemplated by this Agreement; (iiic) any actions, suits, claims, investigations or proceedings Legal Proceedings commenced or, to Seller’s Knowledge threatened against, relating to such party or involving or otherwise affecting the Seller or the Companies its Affiliates that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.7 that relate to the consummation of the transactions contemplated by this Agreement‎Section 3.07 or ‎Section 4.13 as applicable; (ivd) any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof that could reasonably be expected to cause the conditions set forth in Section 8.2 ‎Section 10.02(b) or ‎Section 10.03(b) not to be satisfied; and (ve) any failure of the Seller that party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (b) The ; provided that the delivery of any notice pursuant to this Section 5.3 ‎Section 7.08 shall not limit or otherwise affect the remedies available hereunder to the party receiving that such notice.

Notices of Certain Events. (a) The Each of the Buyer and Seller shall promptly notify the Purchaser other Party hereto of: (ia) 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; (iib) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (iiic) any actions, suits, claims, investigations or proceedings commenced or, to Seller’s Knowledge its knowledge, threatened against, relating to to, or involving or otherwise affecting the Seller or the Companies such Party that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.7 any provision of this Agreement or that relate to the consummation of the transactions contemplated by this Agreement;; and (ivd) any inaccuracy of (i) the discovery by such party that any representation or warranty contained in this Agreement at is untrue or inaccurate in any time during material respect, (ii) the term hereof that could reasonably occurrence or failure to occur of any event which occurrence or failure to occur would be expected likely to cause any of the conditions set forth representations or warranties in Section 8.2 not this Agreement to be satisfied; and untrue or incorrect in any material respect at the Closing Date, except for representations and warranties that speak as of a specified date, which need only be true and correct as of the specified date and (viii) any material failure of the Seller on its part to comply with or satisfy any covenant, condition conditions or agreement to be complied with or satisfied by it hereunder; (b) The ; provided, however, that the delivery of any notice pursuant to this Section 5.3 5.3.4 shall not limit or otherwise affect the remedies available hereunder to the party Party receiving that such notice.

Notices of Certain Events. (a) The Seller Each of Parent and the Company shall promptly notify the Purchaser other of: (ia) 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; (iib) any notice Actions that would reasonably be expected to prevent or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (iii) any actions, suits, claims, investigations or proceedings commenced or, to Seller’s Knowledge threatened against, relating to or involving or otherwise affecting the Seller or the Companies that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.7 that relate to materially delay the consummation of the transactions contemplated by this AgreementTransactions; (ivc) any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof that could reasonably be expected to cause the conditions set forth in Annex I or Section 8.2 9.01 not to be satisfied; and (vd) any failure of the Seller that Party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (b) The hereunder that would reasonably be expected to cause the conditions set forth in Annex I or Section 9.01 not to be satisfied; provided that the delivery of any notice pursuant to this Section 5.3 8.08 shall not limit or otherwise affect the remedies available hereunder to the party Party receiving such notice; provided, further, that noticea failure to comply with this Section 8.08 shall not constitute the failure of any condition set forth in Annex I or Section 9.01 to be satisfied unless the underlying change or event would independently result in the failure of a condition set forth in Annex I or Section 9.01 to be satisfied.

Notices of Certain Events. (a) The Seller Each of the Company and Parent shall promptly notify the Purchaser other of: : (ia) 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 transactions contemplated by this Agreement; ; (iib) any notice or other material written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; Agreement (iiiother than such communications contemplated in Section 9.01, which shall be governed by such Section); (c) any actions, suits, claims, investigations or proceedings Actions commenced or, to Seller’s the Knowledge of the Company, threatened against, relating to or involving or otherwise affecting the Seller Company or any of its Subsidiaries or Parent and any of its Subsidiaries, as the Companies thatcase may be, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.7 that relate to the consummation of the transactions contemplated by this Agreement; ; (ivd) any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof that could reasonably be expected to cause the conditions set forth in Section 8.2 any Offer Condition not to be satisfied; and and (ve) any failure of the Seller that party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (b) The hereunder that could reasonably be expected to cause any Offer Condition not to be satisfied; provided that the delivery of any notice pursuant to this Section 5.3 9.07 shall not limit or otherwise affect the remedies available hereunder to the party receiving that such notice.

Notices of Certain Events. (a) The Seller Each of the Company, on the one hand, and Parent, on the other hand, shall promptly notify the Purchaser of: other party of any of the following: (ia) any written notice or other material 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; (iib) any written notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; Transactions; (iiic) any actions, suits, claims, Proceedings or investigations commenced or proceedings commenced threatened in writing or, to Seller’s Knowledge its Knowledge, threatened verbally against, relating to or involving or otherwise affecting the Seller such party or the Companies that, if pending on the date any of this Agreement, would have been required to have been disclosed pursuant to Section 3.7 its Subsidiaries that relate to the consummation Transactions; (d) Knowledge of the transactions contemplated by this Agreement; (iv) any inaccuracy of any representation or warranty contained made by such party in this Agreement at Agreement, or any time during the term hereof other fact, event or circumstance, that could would reasonably be expected to cause any condition to the conditions set forth in Section 8.2 Merger to not to be satisfied; and and (ve) Knowledge of any failure of the Seller such party to comply with or satisfy any covenant, condition or agreement that would reasonably be expected to cause any condition to the Merger not to be complied satisfied; provided that any good faith failure by a party to comply with or satisfied by it hereunder; (b) The delivery of any notice pursuant to this Section 5.3 ‎‎‎Section 8.05 shall not limit provide the other party the right not to effect, or otherwise affect the remedies available hereunder right to terminate, the Transactions, except to the party receiving extent that noticeany other provision of this Agreement independently provides such right.

Notices of Certain Events. (a) The Seller Each of the Company and Parent shall promptly notify the Purchaser other of: (ia) 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; (iib) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (iiic) any actions, suits, claims, investigations Legal Proceedings or proceedings material claim commenced or, to Seller’s Knowledge its knowledge, threatened against, relating to or involving or otherwise affecting the Seller Company or any Company Subsidiary or Parent or any of its Subsidiaries, as the Companies case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any Section 3.7 of this Agreement or that relate to the consummation of the transactions contemplated by this Agreement; (ivd) any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof that could reasonably be expected to cause the conditions any condition set forth in Section 8.2 Article 9 not to be satisfied; and (ve) any failure of the Seller that party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (b) The hereunder that could reasonably be expected to cause any condition set forth in Article 9 not to be satisfied; provided, that the delivery of any notice pursuant to this Section 5.3 8.04 shall not limit or otherwise affect the remedies available hereunder to the party receiving that such notice.

Notices of Certain Events. (a) The Seller shall Each of Parent, ▇▇▇▇▇ Brothers, the Sellers, the Management Employees and the Company shall, to the extent permitted by applicable Requirements of Law, promptly notify the Purchaser other of: (i) 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; (ii) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (iii) any actions, suits, claims, investigations or proceedings commenced or, to Seller’s Knowledge or threatened against, relating to or involving or otherwise affecting the Seller Company or Parent and any of its or their Subsidiaries, as the Companies case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any Section 3.7 of Article 3 or Article 5 of this Agreement (as the case may be) or that relate to the consummation of the transactions contemplated by this Agreement; (iv) any material inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof of this Agreement that could reasonably be expected to cause the conditions to closing set forth in Section 8.2 Article 7 or Article 8 hereof not to be satisfiedsatisfied in any material respect; and (v) any failure of the Seller a Party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it such Party hereunder; (b) The ; provided, however, that the delivery of any notice pursuant to this Section 5.3 6.12(a) shall not limit or otherwise affect the remedies available hereunder to the party Party receiving that notice.

Notices of Certain Events. (a) The Seller Prior to the Effective Time, the Company shall promptly notify the Purchaser Parent of: : (ia) 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; ; (iib) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; ; (iiic) any actions, suits, claims, investigations or proceedings commenced or, to Seller’s the Company's Knowledge threatened against, relating to or involving or otherwise affecting the Seller Company or the Companies that, if pending on the date any of this Agreement, would have been required to have been disclosed pursuant to Section 3.7 its Subsidiaries that relate to the consummation of the transactions contemplated by this Agreement; ; (ivd) any inaccuracy of any representation or warranty of the Company contained in this Agreement at any time during the term hereof that could reasonably be expected to would cause the conditions condition to Closing set forth in Section 8.2 8.3(a) not to be satisfied; and satisfied and (ve) any failure of the Seller Company or the Escrow Representative to comply with or satisfy any covenant, condition covenant or agreement set forth in this Article VI to be complied with or satisfied by it hereunder; (bhereunder that would cause the condition to Closing set forth in Section 8.3(b) The not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.3 6.4 shall not limit or otherwise affect the remedies available hereunder to the party receiving that notice.

Notices of Certain Events. (a) The Seller Each of Uniti and Windstream shall promptly notify the Purchaser of: other of any of the following: (ia) any written notice or other material 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; (iib) any written notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; Transactions; (iiic) any actions, suits, claims, Proceedings or investigations commenced or proceedings commenced threatened in writing or, to Seller’s Knowledge its Knowledge, threatened verbally against, relating to or involving or otherwise affecting Uniti or any of its Subsidiaries or Windstream or any of its Subsidiaries, as the Seller or the Companies thatcase may be, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.7 that relate to the consummation Transactions; (d) Knowledge of the transactions contemplated by this Agreement; (iv) any inaccuracy of any representation or warranty contained made by such party in this Agreement at Agreement, or any time during the term hereof other fact, event or circumstance, that could would reasonably be expected to cause any condition to the conditions set forth in Section 8.2 Merger to not to be satisfied; and and (ve) Knowledge of any failure of the Seller such party to comply with or satisfy any covenant, condition or agreement that would reasonably be expected to cause any condition to the Merger not to be complied satisfied; provided that a party’s good faith failure to comply with or satisfied by it hereunder; (b) The delivery of any notice pursuant to this Section 5.3 8.05 shall not limit provide any other party the right not to effect, or otherwise affect the remedies available hereunder right to terminate, the Transactions, except to the party receiving extent that noticeany other provision of this Agreement independently provides such right.

Notices of Certain Events. (a) The Seller Each of the Company and Parent shall promptly notify the Purchaser other of: (ia) the occurrence, or non-occurrence, of any event which would reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect or any condition to the obligation of any party to effect the Transactions not to be satisfied; (b) any failure of the Company, Parent or Merger Subsidiary, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement which would reasonably be expected to cause any condition to the obligation of any party to effect the Transactions not to be satisfied; (c) 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; (iid) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement;Transactions; and (iiie) any actions, suits, claims, investigations or proceedings commenced or, to Seller’s Knowledge its knowledge, threatened against, relating to or involving or otherwise affecting the Seller Company or any of its Subsidiaries or the Companies Sponsor or any of its Subsidiaries, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any Section 3.7 of this Agreement or that relate to the consummation of the transactions contemplated by this Agreement; (iv) any inaccuracy of any representation or warranty contained in this Agreement at any time during Transactions; provided, however, that the term hereof that could reasonably be expected to cause the conditions set forth in Section 8.2 not to be satisfied; and (v) any failure of the Seller to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (b) The delivery of any notice pursuant to this Section 5.3 8.05 shall not limit or otherwise affect the remedies available hereunder to the party receiving that such notice.

Notices of Certain Events. (a) The Seller and Parent shall promptly notify the Purchaser Buyer in full detail of: (ia) 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; (iib) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (iiic) any actions, suits, claims, investigations or proceedings commenced or, to Seller’s Knowledge knowledge threatened against, relating to or involving or otherwise affecting the Seller or Parent or the Companies that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.7 Company or any Subsidiary that relate to the consummation of the transactions contemplated by this Agreement; (ivd) any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof that could reasonably be expected to cause the conditions condition set forth in Section 8.2 7.02(a) not to be satisfied; and (ve) any failure of the Seller or Parent to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (bhereunder that could reasonably be expected to cause the condition set forth in Section 7.02(a) The not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.3 5.04 shall not limit or otherwise affect the remedies available hereunder to the party receiving that notice.