Common use of Notices of Certain Events Clause in Contracts

Notices of Certain Events. Each of the Company and Parent shall promptly notify and provide copies to the other of (a) any material written notice from any Person alleging that the approval or consent of such Person is or may be required in connection with the Merger or the other transactions contemplated by this Agreement, (b) any written notice or other communication from any Governmental Authority or securities exchange in connection with the Merger or the other transactions contemplated by this Agreement, (c) any Proceeding or investigation, commenced or, to its Knowledge, threatened against, the Company or any of its Subsidiaries or Parent or any of its Subsidiaries, as the case may be, that would be reasonably likely to (i) prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby or (ii) result in the failure of any condition to the Merger set forth in Article VIII to be satisfied, or (d) the occurrence of any event which would or would be reasonably likely to (i) prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby or (ii) result in the failure of any condition to the Merger set forth in Article VIII to be satisfied; provided that the delivery of any notice pursuant to this Section 7.6 shall not (x) affect or be deemed to modify any representation, warranty, covenant, right, remedy, or condition to any obligation of any Party hereunder or (y) update any section of the Company Disclosure Letter or the Parent Disclosure Letter.

Notices of Certain Events. Each of the Company Hippo and Parent Rhino shall promptly notify notify, and provide copies to of related notices, correspondence and documentation to, the other of of: (a) any material written notice or other communication from any Person alleging that the approval or consent of such Person is or may be required in connection with the Merger or the other transactions contemplated by this Agreement, the Transaction Agreements; (b) any written material notice or other communication from any Governmental Authority or securities exchange in connection with the Merger or the other transactions contemplated by this Agreement, the Transaction Agreements; (c) any Proceeding or investigation, commenced or, to its Knowledge, threatened against, the Company or any of its Subsidiaries or Parent or any of its Subsidiaries, as the case may be, that would be reasonably likely to (i) prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby or (ii) result in the failure inaccuracy of any condition representation or warranty contained in this Agreement at any time during the term hereof that could reasonably be expected to cause the Merger conditions set forth in Article VIII Section 13.02(a) or Section 13.03(a) not to be satisfied, or ; (d) the occurrence any failure of that party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; and (e) any notice of termination, cancellation or non-renewal of any event which HippoRx Material Contract or RhinoRx Material Contract (or any Contract entered into after the date hereof that would have been a HippoRx Material Contract or would be reasonably likely to (i) prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby or (ii) result in the failure of any condition RhinoRx Material Contract if such Contract had been entered into prior to the Merger set forth in Article VIII to be satisfieddate hereof); provided provided, however, that the delivery of any notice pursuant to this Section 7.6 11.06 shall not (x) limit or otherwise affect or be deemed the remedies available hereunder to modify any representation, warranty, covenant, right, remedy, or condition to any obligation of any Party hereunder or (y) update any section of the Company Disclosure Letter or the Parent Disclosure Letterparty receiving that notice.

Notices of Certain Events. Each of the Company and Parent shall promptly notify and provide copies to the other of of: (a) any material written notice from any Person alleging that the approval or consent of such Person is or may be required in connection with the Merger or the other transactions contemplated by this Agreement, ; (b) any written notice or other communication from any Governmental Authority or securities exchange in connection with the Merger or the other transactions contemplated by this Agreement, ; (c) any Proceeding or investigation, commenced or, to its Knowledgeknowledge, threatened against, the Company or any of its Subsidiaries or Parent or any of its Subsidiaries, as the case may be, that would be reasonably likely to (i) prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby or (ii) result in the failure of any condition to the Merger set forth in Article VIII X to be satisfied, or ; and (d) the occurrence of any event which would or would be reasonably likely to (i) prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby or (ii) result in the failure of any condition to the Merger set forth in Article VIII X to be satisfied; provided provided, that the delivery of any notice pursuant to this Section 7.6 8.5 shall not (xA) affect or be deemed to modify any representation, warranty, covenant, right, remedy, or condition to any obligation of any Party hereunder or (yB) update any section of the Company Disclosure Letter or the Parent Disclosure Letter.

Notices of Certain Events. Each of the Company and Parent shall promptly notify and provide copies to advise the other of (a) any material written notice or other communication from any Person alleging that the approval or consent of such Person is or may be required in connection with the Merger or the other transactions contemplated by this Agreement, Transactions; (b) any written notice or other communication from any Governmental Authority or securities exchange in connection with the Merger or the other transactions contemplated by this Agreement, Transactions; (c) any Proceeding or investigation, Proceedings commenced or, to its Knowledge, threatened in writing against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries Company Subsidiary or Parent or and 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 of this Agreement or that relate to the consummation of the Transactions; (d) any change, event or fact that has had or would be reasonably likely to (i) prevent have, individually or materially delay in the consummation aggregate, a Company Material Adverse Effect, in the case of the Merger Company, or a Parent Material Adverse Effect, in the other transactions contemplated hereby case of Parent; or (iie) result in the failure of any condition to the Merger set forth in Article VIII to be satisfiedchange, event or (d) the occurrence of any event which fact that it believes would or would be reasonably likely to (i) prevent cause or materially delay constitute a material breach of any of its representations, warranties or covenants contained in this Agreement; provided, that no such notification shall affect the consummation representations, warranties, covenants or agreements of the Merger Parties (or remedies with respect thereto) or the other transactions contemplated hereby conditions to the obligations of the parties under this Agreement; provided, further, that a failure to comply with this Section 8.7 shall not constitute the failure of any condition set forth in Article 9 to be satisfied unless the underlying change or (ii) event would independently result in the failure of any a condition to the Merger set forth in Article VIII 9 to be satisfied; provided that the delivery of any notice pursuant to this Section 7.6 shall not (x) affect or be deemed to modify any representation, warranty, covenant, right, remedy, or condition to any obligation of any Party hereunder or (y) update any section of the Company Disclosure Letter or the Parent Disclosure Letter.

Notices of Certain Events. Each of the The Company shall notify Parent and Merger Sub, and Parent and Merger Sub shall notify the Company, promptly notify and provide copies to the other of (ai) any material written notice or other communication from any Person alleging that the approval or consent of such Person is or may be required in connection with the Merger or the other transactions contemplated by this Agreement, (bii) any written notice or other communication from any Governmental Authority or securities exchange Entity in connection with the Merger or the other transactions contemplated by this Agreement, (ciii) any Proceeding Legal Actions commenced, or investigationto such party’s knowledge, commenced orthreatened, to its Knowledge, threatened against, against the Company or any of its Subsidiaries or Parent or any of its Subsidiaries, as applicable, that are related to the transactions contemplated by this Agreement (“Transaction Litigation”), and (iv) any representation or warranty of such party contained in this Agreement becoming untrue or inaccurate in any material respect, or the material failure of any party to comply with or satisfy any covenant, condition or agreement in this Agreement, in each case such that the conditions set forth in subsection (d)(iii) of Exhibit A would not be satisfied or would give rise to a right a termination set forth in Section 8.03(b) or Section 8.04(b), as the case may be, that would be reasonably likely to . In no event shall (ix) prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby or (ii) result in the failure of any condition to the Merger set forth in Article VIII to be satisfied, or (d) the occurrence of any event which would or would be reasonably likely to (i) prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby or (ii) result in the failure of any condition to the Merger set forth in Article VIII to be satisfied; provided that the delivery of any notice by a party pursuant to this Section 7.6 shall not (x) 6.06 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or be deemed agreements of the parties or the conditions to modify any representationthe obligations of the parties under this Agreement, warranty, covenant, right, remedy, or condition to any obligation of any Party hereunder or (y) update any section of disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Letter or the Parent Disclosure Letterconstitute an exception to any representation or warranty.

Notices of Certain Events. Each of the Company and Parent shall promptly notify and provide copies to the other of (a) any material written notice from any Person alleging that the approval or consent of such Person is or may be required in connection with the Merger or the other transactions contemplated by this Agreement, (b) any written notice or other communication from any Governmental Authority or securities exchange in connection with the Merger or the other transactions contemplated by this Agreement, (c) any Proceeding or investigation, commenced or, to its Knowledgethe extent it becomes aware, threatened against, the Company or any of its Subsidiaries or Parent or any of its SubsidiariesMerger Sub, as the case may be, that would could be reasonably likely to (i) prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby or (ii) result in the failure of any condition to the Merger set forth in Article VIII to be satisfied, or (d) the occurrence of any event which would or would be reasonably likely to (i) prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby or (ii) result in the failure of any condition to the Merger set forth in Article VIII to be satisfied; provided that the delivery of any notice (or failure to deliver any notice) pursuant to this Section 7.6 7.5 shall not (x) affect or be deemed to modify any representation, warranty, covenant, right, remedy, or condition to any obligation of any Party hereunder or (y) update any section of the Company Disclosure Letter or the Parent Disclosure Letter. Compliance with this Section 7.5 shall be disregarded for purposes of Section 8.2(b) and Section 8.3(b).

Notices of Certain Events. Each of the Company and Parent shall promptly notify and provide copies to the other of (a) any material written notice from any Person alleging that the approval or consent of such Person is or may be required in connection with the Separation, the Distribution, the Merger or the other transactions contemplated by this Agreement, (b) any written notice or other communication from any Governmental Authority or securities exchange in connection with the Merger or the other transactions contemplated by this Agreement, (c) any Proceeding or investigation, commenced or, to its Knowledge, threatened against, the Company or any of its Subsidiaries or Parent or any of its Subsidiaries, as the case may be, that would be reasonably likely to (i) prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby or (ii) result in the failure of any condition to the Merger set forth in Article VIII to be satisfied, or (d) the occurrence of any event which would or would be reasonably likely to (i) prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby or hereby, (ii) result in the failure of any condition to the Merger set forth in Article VIII to be satisfiedsatisfied or (iii) result in an inaccuracy of any of its own representations or warranties in a manner that would cause the conditions set forth in Section 8.2(a) or Section 8.3(a), as applicable, not to be satisfied at the Closing; provided that the delivery of any notice pursuant to this Section 7.6 7.5 shall not (x) affect or be deemed to modify any representation, warranty, covenant, right, remedy, or condition to any obligation of any Party hereunder or (y) update any section of the Company Disclosure Letter or the Parent Disclosure Letter.

Notices of Certain Events. Each of the Company and Parent shall promptly notify and provide copies to advise the other of (ai) any notice or other material written notice communication from any Person alleging that the approval or consent of such Person is or may be required in connection with the Merger or the other transactions contemplated by this Agreement, Transactions; (bii) any written notice or other communication from any Governmental Authority or securities exchange in connection with the Merger or the other transactions contemplated by this Agreement, Transactions; (ciii) any Proceeding or investigation, Proceedings commenced or, to its Knowledgeknowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries or Parent or and 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 of this Agreement or that relate to the consummation of the Transactions; (iv) any change, event or fact that has had or would be reasonably likely to (i) prevent have, individually or materially delay in the consummation aggregate, a Company Material Adverse Effect, in the case of the Merger Company, or a Parent Material Adverse Effect, in the other transactions contemplated hereby case of Parent; or (iiv) result in the failure of any condition to the Merger set forth in Article VIII to be satisfiedchange, event or (d) the occurrence of any event which fact that it believes would or would be reasonably likely to (i) prevent cause or materially delay constitute a material breach of any of its representations, warranties or covenants contained in this Agreement; provided that no such notification shall affect the consummation representations, warranties, covenants or agreements of the Merger parties (or remedies with respect thereto) or the other transactions contemplated hereby conditions to the obligations of the parties under this Agreement; provided, further, that a failure to comply with this ‎Section 8.05 shall not constitute the failure of any condition set forth in ‎Article 9 to be satisfied unless the underlying change or (ii) event would independently result in the failure of any a condition to the Merger set forth in Article VIII ‎Article 9 to be satisfied; provided that the delivery of any notice pursuant to this Section 7.6 shall not (x) affect or be deemed to modify any representation, warranty, covenant, right, remedy, or condition to any obligation of any Party hereunder or (y) update any section of the Company Disclosure Letter or the Parent Disclosure Letter.

Notices of Certain Events. Each of the Company and Parent shall promptly notify and provide copies to the other of in writing of: (a) any material written notice or other communication from any Person alleging that the approval or consent of such Person is or may be required in connection with the Merger or the other transactions contemplated by this Agreement, ; (b) any written notice or other communication from any Governmental Authority or securities exchange in connection with the Merger or the other transactions contemplated by this Agreement, ; (c) any Proceeding actions, suits, claims, investigations or investigation, proceedings commenced or, to its Knowledgeknowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries or Parent or and 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 of this Agreement or that would be reasonably likely relate to (i) prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby or (ii) result in the failure of any condition to the Merger set forth in Article VIII to be satisfied, or by this Agreement; and (d) the occurrence occurrence, or non-occurrence, of any event which would event, condition, fact or would be reasonably likely to circumstance (i) prevent or materially delay including the consummation of the Merger or the other transactions contemplated hereby or (ii) result in the failure breach of any condition to the Merger representation, warranty, covenant or obligation set forth in Article VIII this Agreement) that could reasonably be expected to cause any condition set forth in Section 9.01, Section 9.02 or Section 9.03 not to be satisfied; provided together, in each case, with a copy of any applicable notice, communication, action or other relevant material; provided, however, that the delivery of any notice pursuant to this Section 7.6 8.06 shall not (x) affect or be deemed to modify cure any representation, warranty, covenant, right, remedybreach of, or condition to non-compliance with, any obligation other provision of any Party hereunder this Agreement or (y) update any section of limit or otherwise affect the Company Disclosure Letter or remedies available to the Parent Disclosure Letterparty receiving such notice.

Notices of Certain Events. Each of the Company and Parent shall promptly notify and provide copies to the other of (a) any material written notice from any Person alleging that the approval or consent of such Person is or may be required in connection with the Merger or the other transactions contemplated by this Agreement, (b) any written notice or other communication from any Governmental Authority or securities exchange in connection with the Merger or the other transactions contemplated by this Agreement, (c) any Proceeding or investigation, commenced or, to its Knowledge, threatened against, the Company or any of its Subsidiaries or Parent or any of its Subsidiaries, as the case may be, that would be reasonably likely to (i) prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby or (ii) result in the failure of any condition to the Merger set forth in Article VIII to be satisfied, or (d) the occurrence of any event which would or would be reasonably likely to (i) prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby or (ii) result in the failure of any condition to the Merger set forth in Article VIII to be satisfied; provided that the delivery of any notice pursuant to this Section 7.6 7.5 shall not (x) affect or be deemed to modify any representation, warranty, covenant, right, remedy, or condition to any obligation of any Party hereunder or (y) update any section of the Company Disclosure Letter or the Parent Disclosure Letter.

Notices of Certain Events. Each of the Company and Parent shall promptly notify and provide copies to the other of (a) any material written notice from any Person alleging that the approval or consent Consent of such Person is or may be required in connection with the Merger Mergers or the other transactions contemplated by this Agreement, ; (b) any written notice or other written communication from any Governmental Authority or securities exchange in connection with the Merger Mergers or the other transactions contemplated by this Agreement, ; (c) the initiation or commencement of any Proceeding actions or proceedings or, to the knowledge of such party, as the case may be, investigation, commenced or, to its Knowledgeknowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries or Parent 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 such party’s representations or warranties, as the case may be, or that relate to the consummation of the Mergers or the other transactions contemplated by this Agreement (and the parties shall keep each other reasonably informed on a current basis with respect to the status thereof); and (d) the occurrence of any event which would or would be reasonably likely expected to (i) prevent or materially delay the consummation of the Merger Mergers or the other transactions contemplated hereby or (ii) result in the failure of any condition to the Merger Mergers set forth in Article VIII to be satisfied, or (d) the occurrence of any event which would or would be reasonably likely to (i) prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby or (ii) result in the failure of any condition to the Merger set forth in Article VIII VII to be satisfied; provided provided, however, that the delivery of any notice pursuant to this Section 7.6 6.21 shall not (xA) affect or be deemed to modify any representation, warranty, covenant, right, remedy, or condition to any obligation of any Party party hereunder or (yB) update any section of the Company Disclosure Letter Schedules or the Parent Disclosure LetterSchedules.

Notices of Certain Events. Each of the Company and Parent shall use reasonable best efforts to promptly notify and provide copies to the other of of: (a) any material written notice or other communication from any Person Third Party alleging that the approval or consent of such Person Third Party is or may be required in connection with the Merger or the other transactions contemplated by this Agreement, ; (b) any written notice or other communication from any Governmental Authority or securities exchange Body (A) in connection with the Merger Contemplated Transactions (other than such communications contemplated in Section 7.05, which shall be governed by such section) or (B) in connection with any material violation or alleged material violation of applicable Law or any material Permit of the other transactions contemplated by this Agreement, Company or its Subsidiaries; (c) any Proceeding or investigation, Actions commenced or, to its Knowledge, threatened in writing against, the Company or any of its Subsidiaries or Parent or and 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 this Agreement or that would be reasonably likely to (i) prevent or materially delay challenge the consummation of the Merger or the other transactions contemplated hereby or (ii) result in the failure of any condition to the Merger set forth in Article VIII to be satisfied, or Contemplated Transactions; and (d) any exercise by the occurrence Company or any of its Subsidiaries of any event which would right of first offer, right of first refusal or would be reasonably likely other option to (i) prevent purchase or materially delay the consummation of the Merger or the other transactions contemplated hereby or (ii) result sell any interest in the failure of any condition to the Merger set forth in Article VIII to be satisfiedreal property; provided that the delivery of any notice pursuant to this ‎ Section 7.6 7.25 shall not limit or otherwise affect the remedies available hereunder to the Party receiving such notice; provided, further, that that (xi) affect or the Company’s failure of compliance with this Section 7.25 shall not be deemed to modify any representation, warranty, covenant, right, remedy, or condition to any obligation taken into account for purposes of any Party hereunder or (y) update any section determining the satisfaction of the Company Disclosure Letter or condition referred to in Section 8.02(b) and (ii) Parent’s failure of compliance with this Section 7.25 shall not be taken into account for purposes of determining the Parent Disclosure Lettersatisfaction of the condition referred to in Section 8.03(b).

Notices of Certain Events. (a) Each of the Company and Parent Buyer shall promptly notify and provide copies the other, pursuant to the other terms of Section 13.01, of: (ai) any material written notice or communication from any Person alleging that the approval or consent of such Person is or may be required in connection with the Merger or the other transactions contemplated by this Agreement, ; (bii) any written notice or other communication from any Governmental Authority or securities exchange in connection with the Merger or the other transactions contemplated by this Agreement, ; (ciii) any Proceeding actions, suits, claims, investigations or investigation, proceedings commenced or, to its Knowledgeknowledge, threatened against, relating to or involving the Company or Company, any of its Subsidiaries or Parent its or their officers, directors or employees or Buyer, any of its SubsidiariesSubsidiaries or Affiliates or its or their officers, directors or employees, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.14 or Section 5.06(a) of this Agreement or that would be reasonably likely relate to (i) prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby or (ii) result in the failure of the Debt Financing to be received; and (iv) upon such party’s knowledge thereof, any inaccuracy of such party’s representation or warranty in this Agreement or breach or failure of such party to comply with or satisfy any covenant hereunder at any time during the term hereof that would reasonably be expected to cause any condition to the Merger set forth in Article VIII 9 not to be satisfied, satisfied or (d) the occurrence of any event which would or would be reasonably likely to (i) prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby or (ii) result in the failure of any condition to the Merger set forth in Article VIII Debt Financing to be satisfiedreceived; provided provided, that the delivery of any notice pursuant to this Section 7.6 8.05 shall not (x) limit or otherwise affect or be deemed the remedies available hereunder to modify any representation, warranty, covenant, right, remedy, or condition to any obligation of any Party hereunder or (y) update any section of the Company Disclosure Letter or the Parent Disclosure Letterparty receiving such notice.

Notices of Certain Events. Each of the Company and Parent shall promptly notify and provide copies to advise the other of (a) any material written notice or other communication from any Person alleging that the approval or consent of such Person is or may be required in connection with the Merger or the other transactions contemplated by this Agreement, Transactions; (b) any written notice or other communication from any Governmental Authority or securities exchange in connection with the Merger or the other transactions contemplated by this Agreement, Transactions; (c) any Proceeding or investigation, Proceedings commenced or, to its Knowledgeknowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries or Parent 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 of this Agreement or that relate to the consummation of the Transactions; (d) any change, event or fact that has had or would be reasonably likely to (i) prevent have, individually or materially delay in the consummation aggregate, a Company Material Adverse Effect, in the case of the Merger Company, or a Parent Material Adverse Effect, in the case of Parent; or (e) any change, event or fact that it believes would or would be reasonably likely to cause or constitute a material breach of any of its representations, warranties or covenants contained in this Agreement; provided that no such notification shall affect the representations, warranties or covenants of the Parties (or remedies with respect thereto) or the other transactions contemplated hereby conditions to the obligations of the Parties under this Agreement; provided, further, that a failure to comply with this Section 7.08 shall not constitute the failure of any condition set forth in Article VIII to be satisfied unless the underlying change, event or (ii) fact would independently result in the failure of any a condition to the Merger set forth in Article VIII to be satisfied, or (d) the occurrence of any event which would or would be reasonably likely to (i) prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby or (ii) result in the failure of any condition to the Merger set forth in Article VIII to be satisfied; provided that the delivery of any notice pursuant to this Section 7.6 shall not (x) affect or be deemed to modify any representation, warranty, covenant, right, remedy, or condition to any obligation of any Party hereunder or (y) update any section of the Company Disclosure Letter or the Parent Disclosure Letter.

Notices of Certain Events. Each of the Company and Parent shall promptly notify and provide copies to the other of of: (a) any material written notice or other communication from any Person alleging that the approval or consent of such Person is or may be required in connection with the Merger or the other transactions contemplated by this Agreement, ; (b) any written notice or other communication from any Governmental Authority or securities exchange in connection with the Merger or the other transactions contemplated by this Agreement, ; (c) any Proceeding actions, suits, claims, investigations or investigation, proceedings commenced or, to its Knowledgeknowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries or Parent or and 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 of this Agreement or that would be reasonably likely relate to (i) prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby or (ii) result in the failure of any condition to the Merger set forth in Article VIII to be satisfied, or by this Agreement; (d) the occurrence any inaccuracy of any event which would representation or would warranty contained in this Agreement at any time during the term hereof that could reasonably be reasonably likely expected to (i) prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby or (ii) result in the failure of cause any condition to the Merger set forth in of Article VIII 8 not to be satisfied; provided and (e) any failure of that 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 7.6 7.08 shall not (x) affect or be deemed to modify cure any breach of any representation, warranty, covenant, right, remedy, covenant or condition agreement contained in this Agreement or otherwise limit or affect the remedies available hereunder to any obligation of any Party hereunder or (y) update any section of the Company Disclosure Letter or the Parent Disclosure Letterparty receiving such notice.

Notices of Certain Events. Each of the Company and Parent shall promptly notify and provide copies to advise the other of (ai) any notice or other material written notice communication from any Person alleging that the approval or consent of such Person is or may be required in connection with the Merger or the other transactions contemplated by this Agreement, Transactions; (bii) any written notice or other communication from any Governmental Authority or securities exchange in connection with the Merger or the other transactions contemplated by this Agreement, Transactions; (ciii) any Proceeding or investigation, Proceedings commenced or, to its Knowledgeknowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries or Parent or and 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 of this Agreement or that relate to the consummation of the Transactions; (iv) any change, event or fact that has had or would be reasonably likely to (i) prevent have, individually or materially delay in the consummation aggregate, a Company Material Adverse Effect, in the case of the Merger Company, or a Parent Material Adverse Effect, in the other transactions contemplated hereby case of Parent; or (iiv) result in the failure of any condition to the Merger set forth in Article VIII to be satisfiedchange, event or (d) the occurrence of any event which fact that it believes would or would be reasonably likely to (i) prevent cause or materially delay constitute a material breach of any of its representations, warranties or covenants contained in this Agreement; provided that no such notification shall affect the consummation representations, warranties, covenants or agreements of the Merger parties (or remedies with respect thereto) or the other transactions contemplated hereby conditions to the obligations of the parties under this Agreement; provided, further, that a failure to comply with this Section ‎8.05 shall not constitute the failure of any condition set forth in Article ‎9 to be satisfied unless the underlying change or (ii) event would independently result in the failure of any a condition to the Merger set forth in Article VIII ‎9 to be satisfied; provided that the delivery of any notice pursuant to this Section 7.6 shall not (x) affect or be deemed to modify any representation, warranty, covenant, right, remedy, or condition to any obligation of any Party hereunder or (y) update any section of the Company Disclosure Letter or the Parent Disclosure Letter.

Notices of Certain Events. Each of the Company and Parent shall promptly notify and provide copies to advise the other of (a) any notice or other material written notice communication from any Person alleging that the approval or consent of such Person is or may be required in connection with the Merger or the other transactions contemplated by this Agreement, ; (b) any written notice or other communication from any Governmental Authority or securities exchange in connection with the Merger or the other transactions contemplated by this Agreement, ; (c) any Proceeding actions, suits, claims, investigations or investigation, proceedings commenced or, to its Knowledgeknowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries or Parent 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 of this Agreement or that relate to the consummation of the transactions contemplated by this Agreement; (d) any change or event that has had or would be reasonably likely to (i) prevent have, individually or materially delay in the consummation aggregate, a Company Material Adverse Effect, in the case of the Merger Company, or the other transactions contemplated hereby or (ii) result a Parent Material Adverse Effect, in the failure case of Parent; or ( e) any condition to the Merger set forth in Article VIII to be satisfied, change or (d) the occurrence of any event which that it believes would or would be reasonably likely to (i) prevent cause or materially delay the consummation constitute a material breach of the Merger any of its representations, warranties or the other transactions contemplated hereby or (ii) result covenants contained in this Agreement; provided that a failure to comply with this Section 8.06 shall not constitute the failure of any condition to the Merger set forth in Article VIII IX to be satisfied unless the underlying change or event would independently result in the failure ofa condition set forth in Article IX to be satisfied; provided that the delivery of any notice pursuant to this Section 7.6 shall not (x) affect or be deemed to modify any representation, warranty, covenant, right, remedy, or condition to any obligation of any Party hereunder or (y) update any section of the Company Disclosure Letter or the Parent Disclosure Letter.

Notices of Certain Events. Each of the Company and Parent shall promptly notify and provide copies to the other of of: (a) any material written notice or other communication from any Person alleging that the approval or consent of such Person is or may be required in connection with the Merger or the other transactions contemplated by this Agreement, ; (b) any written notice or other communication from any Governmental Authority governmental or securities exchange regulatory agency or authority in connection with the Merger or the other transactions contemplated by this Agreement, ; and (c) any Proceeding actions, suits, claims, investigations or investigation, proceedings commenced or, to its Knowledgeknowledge, threatened against, the relating to or involving or otherwise affecting Company or any of its Subsidiaries Company Subsidiary or Parent or any Parent Subsidiary that, if pending on the date of its Subsidiariesthis Agreement, would have been required to have been disclosed pursuant to this Agreement, as the case may be, or that relate to the consummation of the transactions contemplated by this Agreement. (d) the occurrence, or failure to occur, of any event, which occurrence or failure to occur would be reasonably likely to cause (i) prevent any representation or materially delay warranty contained in this Agreement to be untrue or inaccurate at any time from the consummation date of this Agreement to the Merger or the other transactions contemplated hereby Effective Time, or (ii) result in the any material failure of Parent and Merger Subsidiary or Company, as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition to the Merger set forth in Article VIII or agreement to be satisfiedcomplied with or satisfied by it under this Agreement. Notwithstanding the above, or (d) the occurrence of any event which would or would be reasonably likely to (i) prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby or (ii) result in the failure of any condition to the Merger set forth in Article VIII to be satisfied; provided that the delivery of any notice pursuant to this Section 7.6 shall section will not (x) limit or otherwise affect or be deemed the remedies available hereunder to modify any representation, warranty, covenant, right, remedy, or condition to any obligation of any Party hereunder or (y) update any section of the Company Disclosure Letter or the Parent Disclosure Letterparty receiving such notice.

Notices of Certain Events. Each of the Company and Parent shall promptly notify and provide copies to advise the other of (ai) any notice or other material written notice communication from any Person alleging that the approval or consent of such Person is or may be required in connection with the Merger or the other transactions contemplated by this Agreement, Transactions; (bii) any written notice or other communication from any Governmental Authority or securities exchange in connection with the Merger or the other transactions contemplated by this Agreement, Transactions; (ciii) any Proceeding or investigation, Proceedings commenced or, to its Knowledgeknowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries or Parent or and 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 of this Agreement or that relate to the consummation of the Transactions; (iv) any change, event or fact that has had or would be reasonably likely to (i) prevent have, individually or materially delay in the consummation aggregate, a Company Material Adverse Effect, in the case of the Merger Company, or a Parent Material Adverse Effect, in the other transactions contemplated hereby case of Parent; or (iiv) result in the failure of any condition to the Merger set forth in Article VIII to be satisfiedchange, event or (d) the occurrence of any event which fact that it believes would or would be reasonably likely to (i) prevent cause or materially delay constitute a material breach of any of its representations, warranties or covenants contained in this Agreement; provided that no such notification shall affect the consummation representations, warranties, covenants or agreements of the Merger parties (or remedies with respect thereto) or the other transactions contemplated hereby conditions to the obligations of the parties under this Agreement; provided, further, that a failure to comply with this Section 8.05 shall not constitute the failure of any condition set forth in Article 9 to be satisfied unless the underlying change or (ii) event would independently result in the failure of any a condition to the Merger set forth in Article VIII 9 to be satisfied; provided that the delivery of any notice pursuant to this Section 7.6 shall not (x) affect or be deemed to modify any representation, warranty, covenant, right, remedy, or condition to any obligation of any Party hereunder or (y) update any section of the Company Disclosure Letter or the Parent Disclosure Letter.

Notices of Certain Events. Each of the Company and Parent shall promptly notify and provide copies to the other of (a) any material written notice from any Person alleging that the approval or consent of such Person is or may be required in connection with the Merger or the other transactions contemplated by this Agreement, (b) any written notice or other communication from any Governmental Authority or securities exchange in connection with the Merger or the other transactions contemplated by this Agreement, (c) any Proceeding or investigation, commenced or, to its Knowledgethe extent it becomes aware, threatened against, the Company or any of its Subsidiaries or Parent or any of its SubsidiariesMerger Sub, as the case may be, that would could be reasonably likely to (i) prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby or (ii) result in the failure of any condition to the Merger set forth in Article VIII to be satisfied, or (d) the occurrence of any event which would or would be reasonably likely to (i) prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby or (ii) result in the failure of any condition to the Merger set forth in Article VIII to be satisfied; provided that the delivery of any notice (or failure to deliver any notice) pursuant to this Section 7.6 7.5 shall not (x) affect or be deemed to modify any representation, warranty, covenant, right, remedy, or condition to any obligation of any Party hereunder or (y) update any section of the Company Disclosure Letter or the Parent Disclosure Letter.

Notices of Certain Events. Each of the Company and Parent shall use reasonable best efforts to promptly notify and provide copies to the other of of: (a) any material written notice or other communication from any Person Third Party alleging that the approval or consent of such Person Third Party is or may be required in connection with the Merger or the other transactions contemplated by this Agreement, ; (b) any written notice or other communication from any Governmental Authority or securities exchange Body (A) in connection with the Merger Contemplated Transactions (other than such communications contemplated in Section 7.05, which shall be governed by such section) or (B) in connection with any material violation or alleged material violation of applicable Law or any material Permit of the other transactions contemplated by this Agreement, Company or its Subsidiaries; (c) any Proceeding or investigation, Actions commenced or, to its Knowledge, threatened in writing against, the Company or any of its Subsidiaries or Parent or and 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 this Agreement or that would be reasonably likely to (i) prevent or materially delay challenge the consummation of the Merger or the other transactions contemplated hereby or (ii) result in the failure of any condition to the Merger set forth in Article VIII to be satisfied, or Contemplated Transactions; and (d) any exercise by the occurrence Company or any of its Subsidiaries of any event which would right of first offer, right of first refusal or would be reasonably likely other option to (i) prevent purchase or materially delay the consummation of the Merger or the other transactions contemplated hereby or (ii) result sell any interest in the failure of any condition to the Merger set forth in Article VIII to be satisfiedreal property; provided that the delivery of any notice pursuant to this Section 7.6 7.25 shall not limit or otherwise affect the remedies available hereunder to the Party receiving such notice; provided, further, that that (xi) affect or the Company’s failure of compliance with this Section 7.25 shall not be deemed to modify any representation, warranty, covenant, right, remedy, or condition to any obligation taken into account for purposes of any Party hereunder or (y) update any section determining the satisfaction of the Company Disclosure Letter or condition referred to in Section 8.02(b) and (ii) Parent’s failure of compliance with this Section 7.25 shall not be taken into account for purposes of determining the Parent Disclosure Lettersatisfaction of the condition referred to in Section 8.03(b).

Notices of Certain Events. Each of the Company and Parent shall promptly notify and provide copies to the other of (a) any material written notice from any Person alleging that the approval or consent of such Person is or may be required in connection with the Merger or the other transactions contemplated by this Agreement, (b) any written notice or other material communication from any Governmental Authority or securities exchange in connection with the Merger or the other transactions contemplated by this Agreement, (c) any Proceeding or investigation, commenced or, to its Knowledge, threatened against, the Company or any of its Subsidiaries or Parent or any of its Subsidiaries, as the case may be, that would be reasonably likely to (i) prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby or (ii) result in the failure of any condition to the Merger set forth in Article VIII to be satisfied, or (d) the occurrence of any event which would or would be reasonably likely to (i) prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby or (ii) result in the failure of any condition to the Merger set forth in Article VIII to be satisfied; provided that the delivery of any notice pursuant to this Section 7.6 7.8 shall not (x) affect or be deemed to modify any representation, warranty, covenant, right, remedy, or condition to any obligation of any Party hereunder or (y) update any section of the Company Disclosure Letter or the Parent Disclosure Letter.

Notices of Certain Events. Each of the Company and Parent shall promptly notify and provide copies to the other of of: (a) any material written notice or other communication from any Person alleging that the approval or consent of such Person is or may be required in connection with the Merger or the other transactions contemplated by this Agreement, ; 47 (b) any written notice or other communication from any Governmental Authority governmental or securities exchange regulatory agency or authority in connection with the Merger or the other transactions contemplated by this Agreement, ; and (c) any Proceeding actions, suits, claims, investigations or investigation, proceedings commenced or, to its Knowledgeknowledge, threatened against, the relating to or involving or otherwise affecting Company or any of its Subsidiaries Company Subsidiary or Parent or any Parent Subsidiary that, if pending on the date of its Subsidiariesthis Agreement, would have been required to have been disclosed pursuant to this Agreement, as the case may be, or that relate to the consummation of the transactions contemplated by this Agreement. (d) the occurrence, or failure to occur, of any event, which occurrence or failure to occur would be reasonably likely to cause (i) prevent any representation or materially delay warranty contained in this Agreement to be untrue or inaccurate at any time from the consummation date of this Agreement to the Merger or the other transactions contemplated hereby Effective Time, or (ii) result in the any material failure of Parent and Merger Subsidiary or Company, as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition to the Merger set forth in Article VIII or agreement to be satisfiedcomplied with or satisfied by it under this Agreement. Notwithstanding the above, or (d) the occurrence of any event which would or would be reasonably likely to (i) prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby or (ii) result in the failure of any condition to the Merger set forth in Article VIII to be satisfied; provided that the delivery of any notice pursuant to this Section 7.6 shall section will not (x) limit or otherwise affect or be deemed the remedies available hereunder to modify any representation, warranty, covenant, right, remedy, or condition to any obligation of any Party hereunder or (y) update any section of the Company Disclosure Letter or the Parent Disclosure Letterparty receiving such notice.

Notices of Certain Events. Each of the Company and Parent shall promptly notify and provide copies to advise the other of (ai) any notice or other material written notice communication from any Person alleging that the approval or consent of such Person is or may be required in connection with the Merger or the other transactions contemplated by this Agreement, Transactions; (bii) any written notice or other communication from any Governmental Authority or securities exchange in connection with the Merger or the other transactions contemplated by this Agreement, Transactions; (ciii) any Proceeding or investigation, Proceedings commenced or, to its Knowledgeknowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries or Parent or and 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 of this Agreement or that relate to the consummation of the Transactions; (iv) 84 any change, event or fact that has had or would be reasonably likely to (i) prevent have, individually or materially delay in the consummation aggregate, a Company Material Adverse Effect, in the case of the Merger Company, or a Parent Material Adverse Effect, in the other transactions contemplated hereby case of Parent; or (iiv) result in the failure of any condition to the Merger set forth in Article VIII to be satisfiedchange, event or (d) the occurrence of any event which fact that it believes would or would be reasonably likely to (i) prevent cause or materially delay constitute a material breach of any of its representations, warranties or covenants contained in this Agreement; provided that no such notification shall affect the consummation representations, warranties, covenants or agreements of the Merger parties (or remedies with respect thereto) or the other transactions contemplated hereby conditions to the obligations of the parties under this Agreement; provided, further, that a failure to comply with this ‎Section 8.05 shall not constitute the failure of any condition set forth in ‎Article 9 to be satisfied unless the underlying change or (ii) event would independently result in the failure of any a condition to the Merger set forth in Article VIII ‎Article 9 to be satisfied; provided that the delivery of any notice pursuant to this Section 7.6 shall not (x) affect or be deemed to modify any representation, warranty, covenant, right, remedy, or condition to any obligation of any Party hereunder or (y) update any section of the Company Disclosure Letter or the Parent Disclosure Letter.

Notices of Certain Events. Each of the Company and Parent shall promptly notify and provide copies to the other of of: (a) any material written notice or other communication from any Person alleging that the approval or consent of such that Person is or may be required in connection with the Merger or the other transactions contemplated by this Agreement, ; (b) any written notice or other communication from any Governmental Authority or securities exchange Entity in connection with the Merger or the other transactions contemplated by this Agreement, ; (c) any Proceeding actions, suits, claims, investigations or investigation, proceedings commenced or, to its Knowledgeknowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries or Parent or and any of its Subsidiaries, as the case may be, that would be reasonably likely relate to (i) prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby or by this Agreement; (iid) result in the failure any inaccuracy of any representation or warranty of that party contained in this Agreement at any time during the term of this Agreement that would reasonably be expected to cause the condition to the Merger set forth in Article VIII to be satisfiedSection 9.02(a)(ii) or Section 9.03(a)(ii), or (d) the occurrence of any event which would or would be reasonably likely to (i) prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby or (ii) result in the failure of any condition to the Merger set forth in Article VIII as applicable, not to be satisfied; provided and (e) any failure of that party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, which failure or to comply or satisfy such covenant, condition or agreement would reasonably be expected to cause the condition set forth in Section 9.02(a)(i) or Section 9.03(a)(i), as applicable, not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 7.6 8.06 shall not (x) limit or otherwise affect or be deemed the remedies available hereunder to modify any representation, warranty, covenant, right, remedy, or condition to any obligation of any Party hereunder or (y) update any section of the Company Disclosure Letter or the Parent Disclosure Letterparty receiving that notice.

Notices of Certain Events. Each of the Company and Parent shall promptly notify and provide copies to the other of (a) any material written notice from any Person alleging that the approval or consent of such Person is or may be required in connection with the Merger or the other transactions contemplated by this Agreement, (b) any written notice or other communication from any Governmental Authority or securities exchange in connection with the Separation, the Distribution or the Merger or the other transactions contemplated by this Agreement, (c) any Proceeding or investigation, commenced or, to its Knowledge, threatened against, the Company or any of its Subsidiaries or Parent or any of its Subsidiaries, as the case may be, that would be reasonably likely to (i) prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby or (ii) result in the failure of any condition to the Merger set forth in Article VIII to be satisfied, or (d) the occurrence of any event effect, event, change, occurrence or circumstance which would or would be reasonably likely to (i) prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby or hereby, (ii) result in the failure of any condition to the Merger set forth in Article VIII to be satisfied; provided that the delivery , or (iii) result in an inaccuracy of any notice pursuant of its own representations or warranties in a manner that would cause the conditions set forth in Section 8.2(a) or Section 8.3(a), as applicable, not to this Section 7.6 shall not (x) affect or be deemed to modify any representation, warranty, covenant, right, remedy, or condition to any obligation of any Party hereunder or (y) update any section of satisfied at the Company Disclosure Letter or the Parent Disclosure LetterClosing.

Notices of Certain Events. Each During the Pre-Closing Period, each of the Company and Parent shall promptly Parent, as the case may be, will notify and provide copies to the other parties in writing promptly after learning of (ai) any material written notice or other communication from any Person alleging that the approval or consent Consent of such Person is or may be required in connection with the Merger or the other transactions contemplated by this AgreementMerger, (bii) any written notice or other communication from any Governmental Authority or securities exchange Body in connection with the Merger or the other transactions contemplated by this Agreement, Merger; (ciii) any material Legal Proceeding threatened or investigation, commenced or, to its Knowledge, threatened against, affecting the Company or any Parent, the assets or liabilities or employees of its Subsidiaries the Company or Parent Parent, or any of its Subsidiaries, as the case may be, that would be reasonably likely to (i) prevent or materially delay the consummation of the Merger Contemplated Transactions, including the Merger; and (iv) any change, occurrence or the other transactions contemplated hereby event that, individually or (ii) result in the failure aggregate, would have or reasonably be expected to have a Company Material Adverse Effect or a Parent Material Adverse Effect, or that is reasonably likely to cause any of any condition the conditions to the Merger closing set forth in Article VIII ARTICLE 6, ARTICLE 7 or ARTICLE 8 not to be satisfied. Each of the Company and Parent shall give prompt notice to the other parties of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, or (d) the occurrence of any event which would failure by it to comply with or would be reasonably likely to (i) prevent satisfy in any material respect any covenant, condition or materially delay the consummation of the Merger or the other transactions contemplated hereby or (ii) result in the failure of any condition to the Merger set forth in Article VIII agreement to be satisfied; provided that the delivery of any complied with or satisfied by it under this Agreement. No notice pursuant to this Section 7.6 shall not (x) 5.6 will affect any representations or be deemed to modify warranties, covenants, obligations, agreements or conditions set forth herein or otherwise affect any representation, warranty, covenant, right, remedy, or condition to any obligation of any Party hereunder or (y) update any section of the Company Disclosure Letter or the Parent Disclosure Letteravailable remedies.

Notices of Certain Events. Each of the Company and Parent shall promptly notify and provide copies to advise the other of in writing of: (a) any material written notice or other communication from any Person alleging that the approval or consent of such Person is or may be required in connection with the Merger or the other transactions contemplated by this Agreement, Transactions; (b) any written notice or other communication from any Governmental Authority or securities exchange in connection with the Merger or the other transactions contemplated by this Agreement, Transactions; (c) any Proceeding or investigation, Proceedings commenced or, to its Knowledgeknowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries or Parent 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 of this Agreement or that relate to the consummation of the Transactions; (d) any change, event or fact that has had or would be reasonably likely to (i) prevent have, individually or materially delay in the consummation aggregate, a Company Material Adverse Effect, in the case of the Merger Company, or a Parent Material Adverse Effect, in the case of Parent; or (e) any change, event or fact that it believes would or would be reasonably likely to cause or constitute a material breach of any of its representations, warranties or covenants contained in this Agreement; provided that no such notification shall affect the representations, warranties or covenants of the Parties (or remedies with respect thereto) or the other transactions contemplated hereby conditions to the obligations of the Parties under this Agreement; provided further that a failure to comply with this Section 7.10 shall not constitute the failure of any condition set forth in Article VIII to be satisfied unless the underlying change, event or (ii) fact would independently result in the failure of any a condition to the Merger set forth in Article VIII to be satisfied, or (d) the occurrence of any event which would or would be reasonably likely to (i) prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby or (ii) result in the failure of any condition to the Merger set forth in Article VIII to be satisfied; provided that the delivery of any notice pursuant to this Section 7.6 shall not (x) affect or be deemed to modify any representation, warranty, covenant, right, remedy, or condition to any obligation of any Party hereunder or (y) update any section of the Company Disclosure Letter or the Parent Disclosure Letter.