Common use of Notification of Certain Matters Clause in Contracts

Notification of Certain Matters. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, the Company shall give prompt notice to Parent upon becoming aware that any representation made by it in this Agreement has become untrue or inaccurate in any material respect, or of any failure of the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.2(a) or Section 6.2(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b).

Notification of Certain Matters. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, the Company The parties hereto shall give prompt notice to Parent upon becoming aware each other of (a) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any person alleging that the consent of such person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent; (b) any representation made by it actions, suits, claims, investigations or proceedings commenced or, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby; and (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in (i) any of the Conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement has become Agreement, (ii) any of the representations and warranties of the Company contained in Sections 3.2, 3.3, 3.4 or 3.19 to be untrue or inaccurate incorrect in any a material respect, (iii) except as has not had and would not have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, any of the representations and warranties (other than those referenced in clause (ii) of this paragraph) being untrue or incorrect in any respect and (iv) any failure of the Company on its part to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreementhereunder, in each as the case such that it would result in a failure of the conditions set forth in Section 6.2(a) or Section 6.2(b)may be; provided, however, that no such notification the delivery of any notice pursuant to this Section 5.10 shall affect not (x) cure any breach of, or be deemed to modify non-compliance with, any representation or warranty other provision of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or Agreement, (y) limit the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a). party receiving such notice or (bz) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of otherwise affect the conditions to such party’s obligation to consummate the Merger as set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b)Article VI.

Notification of Certain Matters. (a) At all times during From and after the period commencing with the execution and delivery date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, each of the Company Parties hereto shall give prompt notice promptly notify the other Parties hereto of: (a) the occurrence, or non-occurrence, of any event the occurrence or non-occurrence of which would be reasonably likely to Parent upon becoming aware that cause any (i) representation made by it or warranty contained in this Agreement has become to be (x) in the case of any such representation or warranty qualified by any materiality qualifier (including Company Material Adverse Effect), untrue or inaccurate or (y) in the case of any other such representation of warranty, untrue or inaccurate in any material respect, respect or (ii) any material covenant or any condition to the obligations of any of the Parties to consummate the Transactions not to be complied with or satisfied; (b) the failure of any of the Company Parties hereto to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under pursuant to this Agreement; (c) the receipt of 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; (d) the receipt of any notice or other communication from any Governmental Authority in connection with the Transactions; and (e) any actions, suits, claims, investigations or proceedings commenced or, to the knowledge of the Party, threatened against, relating to or involving or otherwise affecting the Company, Parent or Subco, which relates to the consummation of the Transactions, in each case case, to the extent such that it would result in a failure of event or circumstance is or becomes known to the conditions set forth in Section 6.2(a) or Section 6.2(b)Party required to give such notice; provided, however, that no such notification the delivery of any notice pursuant to this Section 5.06 shall affect or not be deemed to modify be an amendment of this Agreement or any Section in the Disclosure Schedule and shall not cure any breach of any representation or warranty requiring disclosure of the Company set forth in this Agreement or the conditions such matter prior to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution and delivery date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b).

Notification of Certain Matters. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur Each of the termination of this Agreement pursuant to Article VII Company and the Effective Time, the Company Parent shall give prompt notice to Parent upon becoming aware the other party if, at any time (a) any Change occurs or exists that would result in any representation made by it or warranty of the Company or Parent, as applicable, contained in this Agreement has become untrue that is qualified as to materiality (including, in the case of the Company, Company Material Adverse Effect) not being true and accurate in any respect as if such representation or inaccurate warranty were made at such time, or any such representation or warranty that is not so qualified not being true and accurate in any material respectrespect as if such representation or warranty were made at such time, or of any failure of (b) the Company or the Parent, as applicable fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.2(a) or Section 6.2(b); provided, however, that no such notification shall affect or be deemed to modify cure any representation breach or warranty otherwise affect the representations, warranties, covenants or agreements of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement party or the conditions to the obligations of the parties hereunder. Without limiting the foregoing, each of the Company to consummate and Parent shall as promptly as practicable notify the other party of: (i) any written notice from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement Agreement; (ii) any written notice from any Governmental Entity in connection with the Merger or any of the remedies available other transactions contemplated by this Agreement; and (iii) in the case of the Company only, any actions, suits, claims, investigations or proceedings commenced or, to the parties hereunder; and providedbest of its knowledge, furtherthreatened against, that the terms and conditions of the Confidentiality Agreement shall apply relating to any information provided to or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Section 5.13(b)Agreement or which relate to the transactions contemplated hereby.

Notification of Certain Matters. The Company and Parent (on behalf of itself and Merger Sub) shall promptly notify each other of (a) At all times during the period commencing any notice or other communication received by such party or its Representatives from any Governmental Entity in connection with the execution and delivery Merger or the other transactions contemplated hereby or from any Person alleging that the consent of this Agreement and continuing until such Person is or may be required in connection with the earlier Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to occur the Company, the Surviving Corporation, Parent, Merger Sub or the prompt consummation of the termination transactions contemplated hereby, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of this Agreement pursuant its Subsidiaries which relates to or is reasonably expected to affect the prompt consummation of the Merger or the other transactions contemplated hereby, (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, has caused or would cause or result in any of the conditions to the Merger set forth in Article VII and not being satisfied or satisfaction of those conditions being materially delayed, (d) the Effective Timeoccurrence or non-occurrence of any event, change, circumstance, effect or state of facts, individually or in the Company shall give prompt notice aggregate, that has caused or is reasonably likely to Parent upon becoming aware that cause any representation made by it or warranty contained in this Agreement has become of such party to be untrue or inaccurate in any material respect, or of (e) any material failure of the Company Company, Merger Sub or Parent, as the case may be, or any officer, director, employee, agent or Representative of the Company, Merger Sub or Parent, as applicable, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.2(a) or Section 6.2(b); provided, however, that no such notification the delivery of any notice pursuant to this Section 6.10 shall affect not (i) cure any breach of, or be deemed to modify non-compliance with, any representation or warranty other provision of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or (ii) limit the remedies available to the parties hereunderparty receiving such notice; and provided, provided further, that the terms and conditions of the Confidentiality Agreement shall apply failure to any information provided to Parent give prompt notice pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent 6.10 shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in not constitute a failure of a condition to the conditions Merger set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions Article VII except to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, extent that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b)underlying fact or circumstance not so notified would, standing alone, constitute such a failure.

Notification of Certain Matters. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, the Company Parent shall give prompt notice to Parent upon becoming aware that the Company of the occurrence, or failure to occur, of any event, which occurrence or failure to occur would be reasonably likely to cause (a) (i) any representation made by it or warranty of Parent or Purchaser contained in this Agreement has become that is qualified as to materiality to be untrue or inaccurate in any respect or (ii) any other representation or warranty of Parent or Purchaser contained in this Agreement to be untrue or inaccurate in any material respect, in each case at any time from and after the date of this Agreement until the Effective Time, or (b) any material failure of Parent or the Purchaser, or of any failure of the Company officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure . (b) The Company shall give prompt notice to Parent of the conditions set forth in Section 6.2(aoccurrence, or failure to occur, of any event, which occurrence or failure to occur would be reasonably likely to cause (a) or Section 6.2(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of the Company contained in this Agreement to be untrue or inaccurate such that the conditions set forth in this Agreement clause (e)(iii)(B) or the conditions clause (e)(iii)(C) of Annex A not to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement be satisfied, or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur any material failure of the termination of this Agreement pursuant to Article VII and Company, as the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respectcase may be, or of any failure of Parent officer, director, employee or Merger Sub agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. (c) Notwithstanding Section 6.12(a) and Section 6.12(b), in each case the delivery of any notice pursuant to this Section will not limit or otherwise affect the remedies available hereunder to the party receiving such that it would result in a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement notice or the conditions to the obligations of the Company such party’s obligation to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b)hereby.

Notification of Certain Matters. (a) At all times during Between the period commencing with date hereof and the execution Closing Date, the Parent, on the one hand, and delivery the Acquiror, on the other hand, shall promptly notify the other of: (i) the occurrence or non-occurrence of this Agreement and continuing until any event that is reasonably likely to result in the earlier failure of any condition to occur the Closing or that indicates that any of the termination representations and warranties contained in the Transaction Agreements will not be, or are not, true and correct and (ii) the receipt of this Agreement pursuant to Article VII and any material notice or other communication from any third Person alleging that the Effective Timeapproval, consent, authorization, permission or act of, or the making by the Parent, the Company shall give prompt notice to Parent upon becoming aware that Acquiror or any representation made by it in this Agreement has become untrue or inaccurate in any material respectof their respective Affiliates, or as the case may be, of any failure of the Company notices to comply or declaration, filing or registration with, such third Person is or may be required in connection with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.2(a) or Section 6.2(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or that such transactions otherwise may violate the rights of or confer remedies upon such third Person; provided, however, that in each case, such disclosure shall not be deemed to cure any breach of a representation, warranty, covenant or agreement or any failure of a condition to the Closing, or to otherwise limit or affect in any way the remedies available hereunder to the parties hereunderparty receiving such notice; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply failure to deliver any information provided to Parent notice pursuant to this Section 5.13(a)5.18(a) shall not result in a failure of any condition set forth in Article VIII or liability to any party hereto under ARTICLE X unless the underlying event or breach would independently result in the failure of such condition or such liability. (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur Each of the termination of this Agreement pursuant to Article VII Parent, on the one hand, and the Effective TimeAcquiror, Parent on the other hand, shall give prompt notice promptly notify the other of any Action that shall be instituted or threatened against such party to restrain, prohibit or otherwise challenge the legality of any transaction contemplated by the Transaction Agreements. Each party hereto shall promptly notify the other of any Action that may be threatened, brought, asserted or commenced against the Parent, the Acquiror or any of their respective Affiliates, as the case may be, that would have been listed on Section 3.08 of the Seller Disclosure Letter or Section 4.04 of the Acquiror Disclosure Letter, as the case may be, if such Action had arisen prior to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b)date hereof; provided, however, that no in each case, such notification disclosure shall affect or not be deemed to modify cure any representation breach of a representation, warranty, covenant or warranty of Parent agreement or Merger Sub set forth in this Agreement to satisfy any condition or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement otherwise limit or affect the remedies available hereunder to the parties hereunderparty receiving such notice; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply failure to deliver any information provided to the Company notice pursuant to this Section 5.13(b)5.18(b) shall not result in a failure of any condition set forth in Article VIII.

Notification of Certain Matters. The Company shall give prompt notice to Buyer, and Buyer shall give prompt notice to the Company, (a) At all times during the period commencing with the execution and delivery of any event or matter that has caused any of its representations, warranties, covenants or agreements in this Agreement or in any Ancillary Agreement to be inaccurate in any material respect (provided, that the failure to provide such notice shall not in and continuing until of itself result in the earlier to occur failure of a closing condition, it being understood and agreed that the underlying inaccuracy may result in the failure of a closing condition), (b) of receipt of any notice or other communication received by such party (or, in the case of the termination Company, by the Depositor, any Securitization Trust or any Other Securitization Trust) from any Governmental Authority, any party to a Securitization Basic Document or an Other Securitization Basic Document, any holder of, or holder of a beneficial interest in, any note issued under a Securitization Indenture or an Other Securitization Indenture, any issuer of a Student Loan Insurance Policy or any Rating Agency in connection with this Agreement pursuant Agreement, the Related Transaction Agreements or the Transactions, or from any person alleging that the consent of such person is or may be required in connection herewith or therewith, and (c) upon becoming aware of any Proceedings commenced or, to Article VII and such party’s knowledge, threatened against or involving such party or any of its Subsidiaries which relate thereto. Without limiting the Effective Timeforegoing, the Company shall give prompt notice to Parent Buyer, upon becoming aware that of (i) any representation made default or breach or failure to perform any obligation by any party to a Securitization Basic Document or Other Securitization Basic Document or (ii) receipt by it in this Agreement has become untrue or inaccurate in by the Depositor, any material respect, Securitization Trust or any Other Securitization Trust of any failure of written notice or communication from any person asserting the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.2(a) or Section 6.2(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a)same. (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b).

Notification of Certain Matters. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII X and the Effective Acceptance Time, the Company shall give prompt notice to Parent and Merger Sub upon becoming aware that any representation or warranty made by it in this Agreement has become untrue or inaccurate in any material respect, or of any failure of the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each any such case if and only to the extent that such that it untruth or inaccuracy, or such failure, would result in a failure reasonably be expected to cause any of the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated hereby set forth in Section 6.2(aparagraphs (C)(2) or Section 6.2(b)and (C)(3) of Annex A to fail to be satisfied at the then scheduled expiration of the Offer; provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, provided further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a8.5(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII X and the Effective Acceptance Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each any such case if and only to the extent that such that it untruth or inaccuracy, or such failure, would result in a failure reasonably be expected to prevent or materially delay the consummation of the conditions set forth in Section 6.3(atransactions contemplated by this Agreement (including the Offer and the Merger) or Section 6.3(b)the ability of Parent and Merger Sub to fully perform their respective covenants and obligations under this Agreement; provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, provided further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b8.5(b).

Notification of Certain Matters. (a) At all times during the period commencing with the execution Each of Parent and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, the Company Chaparral shall give prompt notice to Parent upon becoming aware that the other (and, if in writing, furnish copies of) if any representation made by it in this Agreement has become untrue or inaccurate in any material respect, or of any failure of the Company following occurs after the date of this Agreement: (i) there has been a material failure on the part of the Party providing the notice to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under hereunder; (ii) receipt of any notice or other communication in writing from any third party alleging that the Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, in each case such that it would (including the Merger or as a result in a failure of the conditions set forth in Section 6.2(atransactions contemplated hereby) or Section 6.2(b)any non-compliance with any Law; provided, however, that no such notification shall affect (iii) receipt of any notice or be deemed to modify other communication from any representation or warranty of the Company set forth Governmental Authority in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate connection with the transactions contemplated by this Agreement (including the Merger or as a result of the transactions contemplated hereby); (iv) the discovery of any fact or circumstance that, or the remedies available occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would reasonably be expected to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation cause or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate result in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations Merger set forth in Article VI not being satisfied or the satisfaction of those conditions being materially delayed; or (v) the commencement or threat, in writing, of any Action against any Party or any of its affiliates, or any of their respective properties or assets, or, to the knowledge of Chaparral or Parent, as applicable, any officer, director, partner, member or manager, in his or her capacity as such, of Chaparral or Parent, as applicable, or any of their affiliates with respect to the consummation of the Company Merger. No such notice to consummate any Party shall constitute an acknowledgement or admission by the transactions contemplated by Party providing notice regarding whether or not any of the conditions to Closing or to the consummation of the Merger have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b)have been breached.

Notification of Certain Matters. Each of the parties hereto shall promptly notify the others in writing of (ai) At all times during receipt of any written notice from any third party alleging that the period commencing consent of such third party is or may be required in connection with the execution Offer or the Merger, and delivery of this Agreement and continuing until the earlier (ii) any material claims, actions, proceedings or governmental investigations commenced or, to occur of the termination of this Agreement pursuant to Article VII and the Effective Timeits Knowledge, threatened, involving or affecting the Company or any of its Subsidiaries or any of their property or assets. The Company shall give prompt notice to promptly notify Parent upon becoming aware that in writing if any representation or warranty made by it the Company in this Agreement has become become, to the Company’s Knowledge, untrue or inaccurate in any material respect, or of if any failure of the Company to comply with or satisfy satisfy, in any material respect respect, any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each any such case if and only to the extent that such that it would result untruth or inaccuracy, or such failure could reasonably be expected to cause, individually or in a failure the aggregate, any of the conditions set forth in Section 6.2(a) or Section 6.2(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations Offer set forth in clauses (B), (C) or (D) of Parent and Merger Sub Annex A to consummate fail to be satisfied at the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Expiration Date. Parent shall give prompt notice to notify the Company upon becoming aware that in writing if any representation or warranty made by Parent or Merger Sub Purchaser in this Agreement has become untrue or inaccurate in any material respectinaccurate, or of if any failure of Parent or Merger Sub Purchaser to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each any such case if and only to the extent that such that it would result in a failure of untruth or inaccuracy, or such failure, could reasonably be expected to give the conditions set forth in Company the right to terminate the Agreement pursuant to Section 6.3(a) or Section 6.3(b7.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth . Notwithstanding anything in this Agreement to the contrary, no such notification, nor any information or Knowledge obtained pursuant to Section 5.4, shall affect the representations, warranties or covenants of any party or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement any party hereunder, nor shall it limit or otherwise affect the remedies available hereunder to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b)party receiving such notice.

Notification of Certain Matters. The Earthbound Group shall give notice to Buyer, and Buyer shall give notice to the Earthbound Group, as promptly as reasonably practicable upon acquiring Knowledge of (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier any fact, change, condition, circumstance, event, occurrence or non-occurrence (an “Event”) that has caused or is reasonably likely to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, the Company shall give prompt notice to Parent upon becoming aware that cause any representation made by it or warranty in this Agreement has become made by such party to be untrue or inaccurate in any respect and arose at any time after the date hereof and prior to the Closing, (b) any material respect, or of any failure of the Company on its part to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it such party hereunder or (c) institution of or the written threat of institution of any Legal Proceeding against a member of the Earthbound Group related to this Agreement or the transactions contemplated hereby; provided, however, that the failure of a party to give notice under this Agreement, in each case such that it would result in a Section 7.14 hereof shall not give rise to (A) the failure of any of the conditions set forth in Section 6.2(aArticle VIII of this Agreement to be satisfied, (B) a termination right of any party hereto pursuant to Article IX of this Agreement, (C) an indemnification claim, (D) any tort or Section 6.2(b); providedextra-contractual claim, however, that no or (E) result in a breach of this Agreement. If any such notification shall affect or be deemed to modify any representation or warranty Event did not exist as of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution and delivery date of this Agreement and continuing until did not result from a breach of Section 7.1, then the earlier Company’s prompt delivery to occur Buyer (must also be within one day prior to Closing) of a supplement to the termination of this Agreement pursuant to Article VII Schedules specifying such Event and the Effective Time, Parent related change shall give prompt notice be deemed to the Company upon becoming aware that have cured any misrepresentation or breach of representation or warranty made that otherwise might have existed hereunder by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or reason of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b)Event.

Notification of Certain Matters. The Company shall give prompt written notice to Parent of (ai) At all times during any material claims, actions, proceedings or governmental investigations commenced or, to its knowledge, threatened, involving or affecting the period commencing Company or any Company Subsidiary or any of their property or assets and (ii) any notice of, or other communication relating to, a default or event which, with notice or lapse of time or both, would become a default, received by the execution and delivery Company or any of Company Subsidiary subsequent to the date of this Agreement and continuing until the earlier prior to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, under any Material Contract or any Contract entered into after the date of this Agreement that if in effect on the date hereof would be a Material Contract, to which the Company or any Company Subsidiary is a party or is subject. The Company, on the one hand, and Parent, on the other hand, shall give prompt written notice to the other party of (a) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated hereby or (b) any Company Material Adverse Effect or any Parent Material Adverse Effect. The Company shall give prompt written notice to Parent, and Parent upon becoming aware shall give prompt written notice to the Company, of (i) the occurrence, or failure to occur, of any event that would be reasonably likely to cause any representation or warranty made by it such party contained in this Agreement has become to be untrue or inaccurate in any material respect, or of respect and (ii) any material failure of the Company Company, Parent or Merger Sub, as the case may be, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreementhereunder. The Company will furnish to Parent complete and correct copies of all correspondence from and to the SEC and all correspondence relating to accounting, in each case such that it would result in a failure sales and the business practices of the conditions set forth Company or any Company Subsidiary from and to any Governmental Entity. Notwithstanding anything in Section 6.2(a) or Section 6.2(b); providedthis Agreement to the contrary, however, that no such notification shall affect the representations, warranties or be deemed to modify any representation or warranty covenants of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b).

Notification of Certain Matters. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, the The Company shall give prompt notice to Parent upon becoming aware that any representation made by it in this Agreement has become untrue or inaccurate in any material respectParent, or of any failure of the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.2(a) or Section 6.2(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware Company, of (i) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any person alleging that the consent of such person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, (ii) any representation actions, suits, claims, investigations or warranty made by Parent proceedings commenced or, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger Sub in this Agreement has become untrue or inaccurate the other transactions contemplated hereby, (iii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result, or be reasonably likely to cause or result, in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions Conditions to the Merger set forth in Section 6.3(a) Article VI not being satisfied or Section 6.3(b)satisfaction of those conditions being materially delayed; provided, however, that no such notification the delivery of any notice pursuant to this Section 5.12 shall affect not (x) cure any breach of, or be deemed to modify non-compliance with, any representation or warranty other provision of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or (y) limit the remedies available to the parties hereunderparty receiving such notice; and and, provided, further, that the terms and conditions failure to give prompt notice hereunder pursuant to clause (iii) shall not constitute a failure of a Condition to the Confidentiality Agreement Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The Company shall apply notify Parent, on a reasonably current basis, of any events or changes with respect to any information provided to criminal or material regulatory investigation or action involving the Company pursuant or any of its Affiliates (but, excluding traffic violations or similar misdemeanors), and shall reasonably cooperate with Parent or its Affiliates in efforts to this Section 5.13(bmitigate any adverse consequences to Parent or its Affiliates which may arise (including by coordinating and providing assistance in meeting with regulators).

Notification of Certain Matters. (a) At all times during Between the period commencing with the execution date hereof and delivery of this Agreement and continuing until the earlier to occur of the Closing and the termination of this Agreement pursuant to Article VII and the Effective TimeAgreement, the Company and the Seller shall give prompt written notice to Parent upon becoming aware Purchaser of (i) the occurrence or non-occurrence of any fact, event, circumstance or condition that has resulted or would reasonably be expected to result in the nonfulfillment of any representation made by it of the conditions to Purchaser’s obligations hereunder as set forth in this Agreement has become untrue or inaccurate in Section 8.01 and Section 8.03, (ii) any material respect, or of any failure of the Company such party to comply with or satisfy in any material respect a timely manner any covenant, condition or agreement to be complied with or satisfied by it such party hereunder, (iii) any written notice from any Person alleging that the consent of such person is required in connection with any of the transactions contemplated under this Agreement, in each case such that it would result in a failure (iv) any Action initiated by or against any of the conditions set forth Company, its Subsidiaries or any of their officers, directors, employees or stockholders in their capacity as such (and thereafter, notify Purchaser of ongoing material developments in any such Action and consult in good faith with Purchaser regarding the conduct of the defense thereof (without such consultation unreasonably delaying the course of action of the Company)), and (v) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement. The delivery of any notice pursuant to this Section 6.2(a) or Section 6.2(b); provided, however, that no such notification 6.15 shall affect or not be deemed to (A) modify any representation the representations, warranties, covenants or warranty agreements hereunder of the Company, the Seller or the Company Disclosure Letter, or (B) cure, waive or prevent any misrepresentation, inaccuracy, untruth or breach of any representation, warranty, covenant or agreement set forth in this Agreement or the conditions failure to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to satisfy any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b)8.03.

Notification of Certain Matters. (a) At all times during From time to time prior to the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective TimeClosing, the Company and the Buyer shall give prompt notice to Parent upon becoming aware that any representation made promptly supplement or amend the Disclosure Schedules as called for by it in this Agreement has become untrue or inaccurate in any material respect, or of any failure of the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions representations and warranties set forth in Section 6.2(a) 3 and 5, as appropriate, in order to keep such information therein timely, complete and accurate and each supplement to or Section 6.2(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty amendment of the Company set forth in this Agreement or Disclosure Schedules made after the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent date hereof pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution and delivery 7.8 shall be deemed to cure any breach of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent pursuant to this Agreement; provided however, that such amendment or Merger Sub in supplement may only be made if: (a) it is necessitated because of facts, circumstances or events arising after the execution of this Agreement has become untrue that were not anticipated by such Party at the time of execution of this Agreement; and (b) such representation or inaccurate warranty was otherwise accurate as of the time when originally made. Between the date of this Agreement and the Closing Date, each Party will promptly notify the other Parties in any material respect, or writing if such Party becomes aware of any failure fact or condition that causes or constitutes a breach of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under Party’s representations and warranties as of the date of this Agreement, in or if such Party becomes aware of the occurrence after the date of this Agreement of any fact or condition that would (except as expressly contemplated by this Agreement) cause or constitute a breach of any such representation or warranty had such representation or warranty been made as of the time of occurrence or discovery of such fact or condition. During the same period, each case Party will promptly notify the other Parties of the occurrence of any breach of any covenant of such Party or of the occurrence of any event that it would result in a failure may make the satisfaction of the conditions set forth in Section 6.3(a) 8 impossible or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b)unlikely.

Notification of Certain Matters. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, the The Company shall give prompt notice to Parent upon becoming aware that and Merger Sub, and Parent and Merger Sub shall give prompt notice to the Company, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation made by it or warranty contained in this Agreement has become Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty not so qualified, to be untrue or inaccurate in any material respectrespect at or prior to the Effective Time, or of (ii) any material failure of the Company Company, Parent or Merger Sub, as the case may be, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreementhereunder, in each case such that (iii) any notice of, or other communication relating to, a default or event which, with notice or lapse of time or both, would become a default, received by it would result in a failure or any of its subsidiaries subsequent to the conditions set forth in Section 6.2(a) or Section 6.2(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty date of the Company set forth in this Agreement or the conditions and prior to the obligations Effective Time, under any contract or agreement material to the financial condition, properties, businesses or results of Parent operations of it and Merger Sub its subsidiaries taken as a whole to consummate which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement Agreement, or the remedies available to the parties hereunder(v) any Material Adverse Effect in their respective financial condition, properties, businesses or results of operations, taken as a whole, other than changes resulting from general economic conditions; and providedPROVIDED, furtherHOWEVER, that the terms and conditions delivery of the Confidentiality Agreement shall apply to any information provided to Parent notice pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent 7.6 shall give prompt notice to the Company upon becoming aware that any representation not cure such breach or warranty made by Parent non-compliance or Merger Sub in this Agreement has become untrue limit or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall otherwise affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available hereunder to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b)party receiving such notice.

Notification of Certain Matters. Parent (on behalf of itself and Buyer) and Seller (on behalf of itself and Company and Company Subsidiary) shall promptly notify each other of (a) At all times during the period commencing any notice or other communication received by such party or its Representatives from any Government Authority in connection with the execution and delivery transactions contemplated hereby or from any Person alleging that the consent of this Agreement and continuing until such Person is or may be required in connection with the earlier transactions contemplated hereby, if the subject matter of such communication could be material to occur Company, Company Subsidiary, Parent, Buyer or the prompt consummation of the termination transactions contemplated hereby, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of this Agreement pursuant its Subsidiaries which relates to or is reasonably expected to affect the prompt consummation of the transactions contemplated hereby, (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, has caused or would cause or result in any of the conditions set forth in Article VII and X not being satisfied or satisfaction of those conditions being materially delayed, (d) the Effective Timeoccurrence or non-occurrence of any event, change, circumstance, effect or state of facts, individually or in the Company shall give prompt notice aggregate, that has caused or is reasonably likely to Parent upon becoming aware that cause any representation made by it or warranty contained in this Agreement has become of such party to be untrue or inaccurate in any material respect, or of (e) any material failure of Seller, Parent or Buyer, as the Company case may be, or any officer, director, employee, agent or Representative of Seller, Parent or Buyer, as applicable, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.2(a) or Section 6.2(b); provided, however, that no such notification the delivery of any notice pursuant to this Section 6.16 shall affect not (i) cure any breach of, or be deemed to modify non-compliance with, any representation or warranty other provision of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or (ii) limit the remedies available to the parties hereunderparty receiving such notice; and provided, provided further, that the terms and conditions of the Confidentiality Agreement shall apply failure to any information provided to Parent give prompt notice pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent 6.16 shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in not constitute a failure of the conditions a condition set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions Article X except to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, extent that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b)underlying fact or circumstance not so notified would, standing alone, constitute such a failure.

Notification of Certain Matters. (a) At all times during the period commencing with the execution The Stockholders and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, the Company shall give prompt notice to Parent upon becoming aware that Clarant of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation made by it in this Agreement has become or warranty of the Company or the Stockholders contained herein to be untrue or inaccurate in any material respect, or ; (ii) any material failure of any failure of Stockholder or the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such Person hereunder and (iii) the exercise by any Person of any Option or Convertible Security listed on SCHEDULE 5.3 or any enforceable request for the Company to purchase, redeem or otherwise acquire any of its Company Stock, Convertible Securities or Options; (b) Clarant and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of Clarant or Newco contained herein to be untrue or inaccurate in any material respect and (ii) any material failure of Clarant or Newco to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under hereunder; (c) The delivery of any notice pursuant to this AgreementSection 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, in each case such that it would result in a failure of which modification may only be made pursuant to Section 7.11 (ii) modify the conditions set forth in Section 6.2(aArticles 8 and 9, or (iii) limit or Section 6.2(b); provided, however, that no such notification shall otherwise affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available hereunder to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a)party receiving such notice. (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b).

Notification of Certain Matters. (a) At all times during the period commencing with the execution and delivery of Each party to this Agreement and continuing until (other than the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, the Company Shareholders’ Representatives) shall give prompt notice to Parent upon becoming aware the other parties of (i) any event or existence of any condition that has caused or would reasonably be expected to cause any representation made by it of its representations or warranties contained in this Agreement has become to be untrue or inaccurate in any material respectrespect at any time after the date of this Agreement, or (ii) the occurrence of any matter or event that would reasonably be expected to have a Material Adverse Effect, (iii) any failure of the Company on its part to comply with or satisfy satisfy, in any material respect respect, any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (iv) any notice or other communication from any Person alleging that the consent of such Person is or may be required in each case such that it would result in a failure connection with the consummation of the conditions set forth in Section 6.2(aTransactions, and (v) any Proceeding pending or, to the applicable party’s Knowledge, threatened against the party or Section 6.2(b)the parties relating to the Transactions; provided, however, that no such notification shall affect the representations, warranties, covenants or be deemed to modify any representation or warranty agreements of the Company set forth in this Agreement parties (or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a). (bwith respect thereto) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the parties under this Agreement; provided further that a breach of this Section 6.7(a) shall not be considered for purposes of determining the satisfaction of the closing conditions set forth in Article VII or give rise to a right of termination under Article VIII if the underlying breach or breaches with respect to which the other party failed to give notice would not result in the failure of the closing conditions set forth in Article VII or would not result in the ability of such non-breaching party to terminate this Agreement, as the case may be. (b) From the date hereof until the Closing, the Company shall deliver to consummate Buyer promptly following the transactions contemplated by this Agreement filing or preparation thereof, all financial statements for the remedies available Insurance Companies filed with any Insurance Department or other Governmental Authority, and all financial statements of the Company prepared in the ordinary course, in each case prepared after the date hereof and prior to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b)Closing Date.

Notification of Certain Matters. (a) At all times during During the period commencing with from the execution and delivery date of this Agreement and continuing until to the earlier to occur of the Merger Effective Time and the termination of this Agreement pursuant to Article VII Agreement, Post and the Effective Time, the Company SpinCo shall give prompt notice to Parent upon becoming aware BellRing, and BellRing shall give prompt notice to Post and SpinCo, of (i) any written notice or other substantive communication received by such party from any Governmental Authority in connection with the Transactions or from any Person alleging that the consent of such Person is or may be required in connection with the Transactions, (ii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause any representation or warranty made by it such party contained in this Agreement has become or another Transaction Agreement to be untrue or inaccurate in any material respect, or such a manner so as to cause the failure of any failure of the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.2(a9.2(a) or Section 6.2(b9.3(b); provided, howeveras applicable, that no such notification shall affect or to be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent satisfied, and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a). (biii) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent such party to perform or Merger Sub to comply with or satisfy in any material respect any covenant, condition covenant or agreement to be performed or complied with or satisfied by it under this Agreement, hereunder in each case such that it would result in a manner so as to cause the failure of any of the conditions set forth in Section 6.3(a9.2(b), Section 9.2(c) or Section 6.3(b9.3(b), as applicable, to be satisfied; provided, however, that no such notification the delivery of any notice pursuant to this Section 8.10 shall affect not (x) cure any breach of, or be deemed to modify non-compliance with, any representation or warranty other provision of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or Agreement, (y) limit the remedies available to the parties hereunderparty receiving such notice or (z) prejudice the party giving such notice with respect to the matters contemplated by such notice solely by virtue of having delivered such notice; and providedprovided further that any party’s failure to perform or comply with its obligations under this Section 8.10 shall not be considered a failure to perform or comply with such party’s obligations hereunder for purposes of Section 9.2(b), furtherSection 9.2(c) or Section 9.3(b), that as applicable, unless the terms and conditions underlying factor or event would independently result in the failure of the Confidentiality Agreement shall apply condition set forth in Section 9.2(b), Section 9.2(c) or Section 9.3(b), as applicable, to any information provided to the Company pursuant to this Section 5.13(b)be satisfied.

Notification of Certain Matters. The Company, Omron and Parent shall promptly notify each other of (aa)(i) At all times during the period commencing any notice or other communication received by a party to this Agreement from any Governmental Entity in connection with the execution and delivery Offer, the Merger or the other transactions contemplated hereby or (ii) any notice or other communication received by a party to this Agreement from any Person alleging that the consent of such Person is or may be required in connection with the Offer, the Merger or the other transactions contemplated hereby if, in the case of this Agreement and continuing until clause (ii), the earlier subject matter or result of such communication would reasonably be expected to occur be material to the Company or the Offer, the Merger or the other transactions contemplated hereby, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Offer, the Merger or the other transactions contemplated hereby unless, in the case of a threatened Action, such Action is, or would reasonably be expected to be, solely for immaterial monetary relief or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the termination of this Agreement pursuant to Article VII and the Effective Time, the Company shall give prompt notice to Parent upon becoming aware that Offer Conditions set forth in Exhibit A hereto or any representation made by it in this Agreement has become untrue or inaccurate in any material respect, or of any failure of the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions to the Merger set forth in Section 6.2(a) Article VII not being satisfied or Section 6.2(b)satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that no such notification the delivery of any notice pursuant to this Section 6.8 shall affect not (i) cure any breach of, or be deemed to modify non-compliance with, any representation or warranty other provision of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or (ii) limit the remedies available to the parties hereunderparty receiving such notice; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply failure to any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice pursuant to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in clause (c) shall not constitute a failure of a condition to the conditions Merger set forth in Section 6.3(a) Article VII or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub the Offer Conditions set forth in this Agreement or the conditions Exhibit A hereto except to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, extent that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b)underlying fact or circumstance not so notified would standing alone constitute such a failure.

Notification of Certain Matters. (a) At all times during the period commencing with the execution and delivery Seller shall, upon obtaining knowledge of this Agreement and continuing until the earlier to occur any of the termination of this Agreement pursuant to Article VII and the Effective Timefollowing, the Company shall give prompt notice to Parent, and Parent shall, upon becoming aware that obtaining knowledge of any of the following, give prompt notice to Seller, of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would reasonably be likely to cause any representation made by it or warranty of such Party contained in this Agreement has become Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, at or prior to the Closing Date, (ii) any failure in any material respect of any failure of Seller, Parent or Purchaser, as the Company case may be, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreementhereunder, in each case such that it (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would result in a failure of the conditions set forth in Section 6.2(a) or Section 6.2(b); provided, however, that no such notification shall affect or be deemed likely to modify cause any representation or warranty of the Company set forth in this Agreement or the conditions condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent and Merger Sub or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to consummate have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, (vi) any notice or other communication from any third party alleging that the terms and conditions consent of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during the period commencing such third party is or may be required in connection with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or Agreement; provided that, the remedies available to the parties hereunder; and provided, further, that the terms and conditions delivery of the Confidentiality Agreement shall apply to any information provided to the Company notice pursuant to this Section 5.13(b)6.07 shall not cure such breach or non-compliance or limit or otherwise affect the rights or remedies available hereunder to the Party receiving such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customers.

Notification of Certain Matters. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, the Company shall The Seller will give prompt written notice to Parent upon becoming aware that the Purchaser of (i) the occurrence or non-occurrence of any change, condition or event the occurrence or non-occurrence of which would render any representation made by it or warranty of a Seller Party contained in this Agreement has become or any Ancillary Agreement, if made on or immediately following the date of such event, untrue or inaccurate in any material respectinaccurate, or of (ii) any failure of the Company a Seller Party, or any Affiliate of a Seller Party to comply with or satisfy in any material respect any covenant, condition covenant or agreement to be complied with or satisfied by it under this Agreement, in each case such hereunder or any event or condition that it would otherwise reasonably be expected to result in a failure the nonfulfillment of the conditions set forth in Section 6.2(a) or Section 6.2(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the Purchaser’s obligations hereunder, (iii) any notice or other communication from any Person to Parent or any of Parent and Merger Sub to consummate its Affiliates (other than the Seller) alleging that the consent of such Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement or the remedies available Ancillary Agreements or (iv) any Action pending or, to Parent, Scimed or the Seller’s knowledge, threatened against a Party or the Parties relating to the parties hereunder; and provided, further, that transactions contemplated by this Agreement or the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a)Ancillary Agreements. (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall The Purchaser will give prompt written notice to the Company upon becoming aware that Seller of (i) the occurrence or non-occurrence of any change, condition or event the occurrence or non-occurrence of which would render any representation or warranty made by Parent or Merger Sub of the Purchaser contained in this Agreement has become or any Ancillary Agreement, if made on or immediately following the date of such event, untrue or inaccurate in any material respectinaccurate, or of (ii) any failure of Parent or Merger Sub the Purchaser to comply with or satisfy in any material respect any covenant, condition covenant or agreement to be complied with or satisfied by it under this Agreement, in each case such hereunder or any event or condition that it would otherwise reasonably be expected to result in a failure the nonfulfillment of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the Seller Parties’ obligations hereunder, (iii) any notice or other communication from any Person to the Purchaser or any of its Affiliates alleging that the Company to consummate consent of such Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement or the remedies available Ancillary Agreements or (iv) any Action pending or, to the parties hereunder; and providedPurchaser’s knowledge, further, that threatened against a Party or the terms and conditions of the Confidentiality Agreement shall apply to any information provided Parties relating to the Company pursuant to transactions contemplated by this Section 5.13(b)Agreement or the Ancillary Agreements.

Notification of Certain Matters. (a) At all times during From and after the period commencing with the execution and delivery date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, each party hereto shall promptly notify the other parties hereto of (a) the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence of which would be likely to cause (i) any representations or warranties made in this Agreement, or any information furnished in the Company shall give prompt notice Disclosure Schedule (A) which is not qualified as to Parent upon becoming aware that any representation made by it in this Agreement has become untrue or inaccurate materiality, not to be accurate in any material respect, or (B) which is qualified as to materiality, not to be accurate, in each case, at the time such representation or warranty is made or such information is furnished, or (ii) any condition to the obligations of any party to effect the Merger not to be satisfied, or (b) the failure of the Company Company, Fairfax or Merger Sub, as the case may be, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under pursuant to this Agreement, in each case such that it Agreement which would be likely to result in a failure any condition to the obligations of any party to effect the conditions set forth in Section 6.2(a) or Section 6.2(b)Merger not to be satisfied; provided, however, that no such notification the delivery of any notice pursuant to this Section 6.07 shall affect or not be deemed to modify be an amendment of this Agreement or any Section in the Company Disclosure Schedule and shall not cure any breach of any representation or warranty requiring disclosure of the Company set forth in this Agreement or the conditions such matter prior to the obligations date of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions Agreement. No delivery of the Confidentiality Agreement shall apply to any information provided to Parent notice pursuant to this Section 5.13(a). (b) At all times during 6.07 shall limit or affect the period commencing with remedies available hereunder to the execution party receiving such notice, including the rights of Fairfax under Section 7.02 and delivery of this Agreement and continuing until the earlier to occur those of the termination of this Agreement pursuant to Article VII and Company under Section 7.03 in the Effective Time, Parent shall give prompt notice to the Company upon becoming aware event that any a representation or warranty made by Parent the Company or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to Fairfax herein shall not be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure true and correct as of the conditions set forth in Section 6.3(a) date hereof or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations as of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(bdate when made (if a different date).

Notification of Certain Matters. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, the Company CSC shall give prompt written notice to Parent Acquisition upon becoming aware that the discovery of (x) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty made by them in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date, (y) any material variances from the representations and warranties made by them in this Agreement, and such disclosures shall supplement the Schedules so designated in the updated disclosure delivered hereunder and (z) any material failure of CSC or the Seller to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by any of them hereunder; provided, however, that the delivery of any notice or supplemental Schedules pursuant to this Section 4.7(a) shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such notice. (b) Parent shall give prompt written notice to CSC upon the discovery of (x) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty made by it in this Agreement has become to be untrue or inaccurate in any material respectrespect at or prior to the Closing Date and (y) any material variances from the representation and warranties made by it in this Agreement, or and such disclosures shall supplement the Schedules so designated in the updated disclosure delivered hereunder; provided, however, that the delivery of any notice or supplemental Schedules pursuant to this Section 4.7(b) shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such notice. (c) Acquisition shall give prompt written notice to CSC upon the discovery of (x) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty made by it in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date, (y) any material variances from the representation and warranties made by it in this Agreement, and such disclosures shall supplement the Schedules so designated in the updated disclosure delivered hereunder and (z) any material failure of the Company Acquisition to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.2(a) or Section 6.2(b)hereunder; provided, however, that no such notification shall affect the delivery of any notice or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent supplemental Schedules pursuant to this Section 5.13(a). (b4.7(c) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation not cure such breach or warranty made by Parent non-compliance or Merger Sub in this Agreement has become untrue limit or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall otherwise affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available hereunder to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b)party receiving such notice.

Notification of Certain Matters. (a) At all times during From and after the period commencing with the execution and delivery date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, the Company shall give prompt notice promptly notify Parent and the Purchaser, and Parent or the Purchaser shall promptly notify the Company, of: (a) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be reasonably likely to Parent upon becoming aware that cause any (i) representation made by it or warranty contained in this Agreement has become to be untrue or inaccurate in any material respect, respect or (ii) any material covenant or any condition to the obligations of any party hereto to effect the Merger not to be complied with or satisfied, as applicable; (b) the failure of the Company any party hereto to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under pursuant to this Agreement, in each case such that it would result in a failure of Agreement (including the conditions set forth in Section 6.2(aAnnex A hereto); (c) the receipt of any notice or Section 6.2(b)other communication from any Person alleging that the consent of such Person is or may be required in connection with any of the Transactions; (d) the receipt of any notice or other communication from any Governmental Entity in connection with any of the Transactions; and (e) any actions, suits, claims, investigations or proceedings commenced or, to the knowledge of the notifying party, threatened against, relating to, involving or otherwise affecting the Company or the Purchaser, which relates to the consummation of any of the Transactions; in each case to the extent such event or circumstance is or becomes known to the party required to give such notice; provided, however, that no such notification the delivery of any notice pursuant to this Section 6.8 shall affect or not be deemed to modify be an amendment or other modification of this Agreement or any Section in the Company Disclosure Schedule, and shall not cure any breach of any representation or warranty requiring disclosure of the Company set forth in this Agreement or the conditions such matter prior to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution and delivery date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b).

Notification of Certain Matters. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur Each of the termination of this Agreement pursuant to Article VII and the Effective Time, the Company parties shall ------------------------------- give prompt notice to Parent upon becoming aware that the other party, of (i) the discovery of a fact or facts of which the notifying party has actual knowledge which cause any representation of the representations, warranties or statements made by it or him or in an any exhibit, schedule or other document delivered pursuant to this Agreement, to be false or misleading or omit any facts necessary in order to make such representations, warranties or statements not false or misleading; (ii) the occurrence, or failure to occur, of any event which occurrence or failure would be likely to cause any representation or warranty made by them in this Agreement has become to be untrue or inaccurate in any material respect, or time from the date of this Agreement to the Closing Date; and (iii) any failure of the Company notifying party to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.2(a) or Section 6.2(b); provided, however, that no such notification him hereunder. Each party hereto shall affect or be deemed use all reasonable efforts to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of remedy any failure of Parent on its or Merger Sub his part to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under or him/her hereunder. During the period from the date of this AgreementAgreement to the Closing Date, Sellers will promptly notify Buyer of any material change in, or outside of, the Ordinary Course of Business of the Company, the Business or the Purchased Assets and of any Governmental or Regulatory Authority complaints, investigative hearings, or the institution, threat (to the extent Sellers has or should have Knowledge of such threat) or settlement of litigation, in each case such that it would result involving an amount in a failure excess of $5,000 and relating to the conditions set forth in Section 6.3(a) or Section 6.3(b); providedCompany, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement the Business or the conditions to Purchased Assets, and shall keep Buyer fully informed in reasonable detail of such events. Sellers shall not enter into any settlements over $5,000 in connection with any such litigation without the obligations prior written consent of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b)Buyer.

Notification of Certain Matters. Each of the Company, the Principals, the Principal Holdcos and the Selling Shareholders shall promptly notify Purchaser, and Purchaser shall promptly notify the Shareholders Representative, in writing of: (a) At all times during any written notice or other written communication from any person alleging that the period commencing consent of such person is or may be required in connection with the execution and delivery Transactions; (b) any written notice or other written communication from any Governmental Authority in connection with the Transactions; (c) any Actions commenced or, to the knowledge of the Company, the Principals, the Principal Holdcos or such Selling Shareholder, on the one hand, or the knowledge of Purchaser, on the other hand, threatened against any Group Company or Purchaser or any of its Subsidiaries, as the case may be, that, if pending on the date of this Agreement and continuing until the earlier Agreement, would have been required to occur of the termination of this Agreement have been disclosed by such Party pursuant to Article VII any of such Party’s representations and warranties contained herein, or that relate to such Party’s ability to consummate the Effective Time, the Company shall give prompt notice to Parent upon becoming aware that Transactions; and (d) if a breach of any representation made by it or warranty or failure to perform any covenant or agreement on the part of such Party set forth in this Agreement has become untrue or inaccurate in any material respect, or of any failure of the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such shall have occurred that it would result in a failure of cause the conditions set forth in Section 6.2(a) 8.01, Section 8.02, or Section 6.2(b)8.03 not to be satisfied; together, in each case, with a copy of any such notice, communication or Action; provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions delivery of the Confidentiality Agreement shall apply to any information provided to Parent notice pursuant to this Section 5.13(a). 7.03 shall not (bA) At all times during cure any breach of, or non-compliance with, any other provision of this Agreement, (B) be deemed to amend or supplement the period commencing with Company Disclosure Schedule, or (C) limit or otherwise affect the execution and delivery remedies available hereunder to the Party receiving such notice; provided that, in the event that Purchaser elects to consummate the Closing regardless of such notice, none of the Purchaser Indemnified Parties shall have the right to make any claim for indemnification under Section 9.03 to the extent that the Indemnifiable Losses sought in such claim, directly or indirectly, result from, are as a result of or relate to such events, facts or changes which occurred after the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Timeconstituted a Material Adverse Effect, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate as disclosed in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company notice pursuant to this Section 5.13(b)7.03.

Notification of Certain Matters. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, the The Company shall give prompt notice to Parent, and Parent upon becoming shall give prompt notice to the Company, after it becomes aware that of (a) the occurrence, or non-occurrence of any event whose occurrence, or non-occurrence would be likely to cause (i) any representation made by it or warranty contained in this Agreement has become to be untrue or inaccurate in any material respectrespect at any time from the date hereof to the Effective Time, (ii) any condition set forth in Annex I or II to be unsatisfied at any time from the date hereof to the Purchase Date, or of any failure of the Company to comply with or satisfy in any material respect (iii) any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied satisfied; and (b) any failure by it under this Agreement, the Company to comply in each case such that it would result in a failure all material respects with any of the conditions set forth in Section 6.2(a) its covenants or Section 6.2(b)agreements hereunder; provided, however, that no such notification the delivery of any notice pursuant to this Section 6.05 shall not limit or otherwise affect or be deemed (1) the right of Parent to modify any representation or warranty of the Company set forth in terminate this Agreement pursuant to Section 8.01, or the conditions (2) any other remedies available to Parent under Article VIII of this Agreement. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the obligations Company, of Parent and Merger Sub to consummate (i) any notice or other communication received by such party from any Governmental Authority in connection with the transactions contemplated by this Agreement or from any Person alleging that the remedies available consent of such Person is or may be required in connection with the transactions contemplated hereunder, if the subject matter of such communication or the failure of such party to obtain such consent could reasonably be expected to be material to the parties hereunder; Company, the Surviving Corporation or Parent and provided(ii) any actions, furthersuits, that the terms and conditions claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of the Confidentiality Agreement shall apply its Subsidiaries which relate to any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b)Agreement.

Notification of Certain Matters. (a) At all times during the period commencing with the execution Each of Arena and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, the Company UT shall give prompt notice to Parent upon becoming aware that the other of: (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation made by it or warranty of such Party contained in this Agreement has become to be untrue or inaccurate in any material respectat or prior to the Closing (as though given on or as of the Closing), or of and (ii) any failure of the Company such Party to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreementhereunder, in each case such case, that it would result in a failure cause any of the conditions to the obligations of Arena to consummate the Transactions set forth in Section 6.2(a7.3 (in the case of UT) or any of the conditions to the obligations of UT to consummate the Transactions set forth in Section 6.2(b)7.2 (in the case of Arena) not to be satisfied; provided, however, that no such notification the delivery of any notice pursuant to this Section 6.1(a) shall not (X) limit or otherwise affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions Party receiving such notice or (Y) constitute an acknowledgment or admission of the Confidentiality Agreement shall apply to any information provided to Parent a breach of this Agreement. No disclosure by a Party pursuant to this Section 5.13(a)6.1(a) shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant. (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier No later than five (5) Business Days prior to occur of the termination of this Agreement pursuant Closing, Arena shall deliver to Article VII and the Effective Time, Parent shall give prompt notice UT an update to the Company upon becoming aware Disclosure Schedules (the “Schedule Update”) reflecting any additional matters that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement would have been required to be complied with or satisfied by it under this Agreement, disclosed thereon in each case such that it would result in a failure of order to make the conditions representations set forth in Section 6.3(a4.1 true and correct in all material respects as if the representations and warranties had been made as of the date of such delivery (disregarding any qualifications of “as of the date hereof” or similar language ). The Schedule Update shall be for informational purposes only. A breach of this Section 6.1(b) or Section 6.3(b); provided, however, that no such notification shall affect or (i) not be deemed considered with respect to modify any representation or warranty of Parent or Merger Sub whether the condition set forth in Section 7.2(a)(iii) has been satisfied and not otherwise delay or prevent the consummation of the Closing, and (ii) not give rise to an indemnification claim by UT pursuant to Section 8.1(a). No later than five (5) Business Days prior to Closing, Arena shall deliver to UT a list (“Asset List Update”) of any (x) patents issued on or after the date of this Agreement that, if issued after the Closing, would constitute Category 1 Patents and (y) any material item of Tangible Personal Property not included on Schedule E. Within two (2) Business Days after receipt of the Schedule Update and the Asset List Update, UT shall deliver written notice to Arena of any assets or Material Contracts identified therein that it desires to include in the conditions Product Assets or Assumed Contracts and acquire at Closing. If Arena objects to the obligations acquisition of any such asset or Material Contract, Arena shall promptly notify UT of such objection and the Company to consummate Parties shall negotiate in good faith regarding the transactions contemplated by this Agreement or the remedies available to the parties hereunder; treatment of such assets. Any assets and provided, further, Material Contracts that the terms and conditions of the Confidentiality Agreement Parties agree shall apply to any information provided to the Company be acquired by UT at Closing pursuant to this Section 5.13(b)6.1(b) shall be deemed to be Product Assets or Assumed Contracts, as the case may be, for all purposes hereunder, and shall be added to the appropriate asset Schedule.

Notification of Certain Matters. (a) At all times during During the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective TimeInterim Period, the Company each Party shall give prompt notice to Parent upon becoming aware the other Parties if such Party or its Affiliates: (a) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that any representation made by it the Consent of such third party is or may be required in this Agreement has become untrue or inaccurate in any material respect, or of any failure of the Company to comply connection with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.2(a) or Section 6.2(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder(ii) any non-compliance with any Law by such Party or its Affiliates; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during the period commencing receives any notice or other communication from any Governmental Authority in connection with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement; or (c) becomes aware of the commencement or threat, in writing, of any Legal Proceeding against such Party or any of its Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached. In the event that any litigation related to this Agreement, any Ancillary Documents or the remedies available transactions contemplated hereby or thereby is brought, or, to the parties hereunder; and provided, further, that the terms and conditions knowledge of the Confidentiality Agreement shall apply to any information provided Parties, respectively, threatened, against such Party, or the board of directors (or similar governing body) of such Party or its Subsidiaries, respectively, by a third party prior to the Company pursuant Closing, such Party shall promptly notify the other Party of any such litigation and keep the other Party reasonably informed with respect to this Section 5.13(bthe status thereof. Each Party shall provide the other Party the opportunity to participate in (subject to a customary joint defense agreement), but not control, the defense of any such litigation, shall give due consideration to the other Party’s advice with respect to such litigation and shall not settle or agree to settle any such litigation without the prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned or delayed.

Notification of Certain Matters. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, the The Company shall give prompt notice to Parent upon becoming aware that any representation made by it in this Agreement has become untrue or inaccurate in any material respectParent, or of any failure of the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.2(a) or Section 6.2(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware Company, of (i) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, (ii) any representation Proceedings commenced or, to such party’s Knowledge, threatened against, relating to or warranty made by Parent involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger Sub in this Agreement has become untrue or inaccurate the other transactions contemplated hereby, (iii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would could reasonably be expected to cause or result in any material respect, of the conditions to the Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any failure provision of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in or (iv) any notice of an actual or potential default, event of default, servicer event of default or similar event under any Securitization Instrument, or notice of a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b)to perform an obligation thereunder; provided, however, that no such notification the delivery of any notice pursuant to this Section 5.12 shall affect not (x) cure any breach of, or be deemed to modify non-compliance with, any representation or warranty other provision of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or (y) limit the remedies available to the parties hereunder; and providedparty receiving such notice. The Company shall notify Parent, furtheron a reasonably current basis, that of any events or changes of which the terms and conditions of the Confidentiality Agreement shall apply Company is aware with respect to any information provided to criminal or regulatory investigation or action involving the Company pursuant or any of its Affiliates (but excluding traffic violations and similar misdemeanors), and shall reasonably cooperate with Parent in efforts to this Section 5.13(bmitigate any adverse consequences to Parent which may arise therefrom (including by coordinating and providing assistance in meeting with regulators).

Notification of Certain Matters. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, the Company Holdings LP shall give prompt notice to Parent upon becoming aware the AMID Entities, and the AMID Entities shall give prompt notice to Holdings LP, of (a) any notice or other communication received by such party from any Governmental Authority in connection with the Transactions or from any Person alleging that the consent of such Person is or may be required in connection with the Transactions, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely to be material to the Holdings Companies or the AMID Entities, (b) any representation made by it actions, suits, claims, investigations or proceedings commenced or, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries and that relate to the Transactions, (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would result in this Agreement has become untrue or inaccurate the failure to be satisfied of any of the conditions to the Closing in Article VI and (d) any material respect, or of any failure of the Company such party to comply with or satisfy in any material respect any covenant, condition covenant or agreement to be complied with or satisfied by it under this Agreement, in each case such that it hereby which would result in a the failure to be satisfied of the conditions set forth in Section 6.2(a) or Section 6.2(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations Closing in Article VI; provided that, in the case of Parent clauses (c) and Merger Sub (d), the failure to consummate comply with this Section 5.10 shall not result in the transactions contemplated by failure to be satisfied of any of the conditions to the Closing in Article VI, or give rise to any right to terminate this Agreement under Article VII, if the underlying fact, circumstance, event or the remedies available failure would not in and of itself give rise to the parties hereundersuch failure or right; and provided, further, that the terms and conditions nothing in this Section 5.10 shall prevent Holdings LP or any AMID Entity from having any right to indemnification under Article VIII hereunder with respect to any of the Confidentiality Agreement shall apply matters to which any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b)pertains.

Notification of Certain Matters. (a) At all times during From after the period commencing with the execution date hereof and delivery of this Agreement and continuing until the earlier to occur of the Closing Date or the termination of this Agreement pursuant Agreement, Parent shall give prompt notice to Article VII the Company and the Effective Time, the Company shall give prompt notice to Parent upon becoming aware that Parent, as the case may be, of the occurrence, or failure to occur, of any event, which occurrence or failure to occur is reasonably likely to cause (a)(i) any representation made by it or warranty of such party contained in this Agreement has become that is qualified as to “materiality”, “Company Material Adverse Effect” or “Parent Material Adverse Effect” to be untrue or inaccurate in any respect or (ii) any other representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect, in each case at any time from and after the date of this Agreement until the Offer Closing or of (b) any material failure of Parent and Purchaser or the Company Company, as the case may be, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. In addition, in each case such that it would result in a failure of from after the conditions set forth in Section 6.2(a) or Section 6.2(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent date hereof and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the Closing Date or the termination of this Agreement pursuant to Article VII and the Effective TimeAgreement, Parent shall give prompt notice to the Company upon becoming aware that and the Company shall give prompt notice to Parent, as the case may be, of any representation change or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respectevent having, or of any which is reasonably likely to have, a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, or which would be reasonably likely to result in the failure of Parent the Offer Conditions or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.3(a) 7.1 to be satisfied. Notwithstanding the above, the delivery of any notice pursuant to this Section 6.3 will not limit or Section 6.3(b); providedotherwise affect the representations, howeverwarranties, that no covenants or agreements of the parties, the remedies available hereunder to the party receiving such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement notice or the conditions to such party’s obligation to consummate the obligations Offer or the Merger. This Section 6.3 shall not constitute a covenant, agreement or obligation of the Company to consummate the transactions contemplated by this Agreement or Parent or the remedies available to Purchaser, as the parties hereunder; and providedcase may be, furtherfor purposes of Section 8.1(c)(i), that Section 8.1(d)(i) or clause (v) of Exhibit A, as the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b)case may be.

Notification of Certain Matters. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, the The Company shall give prompt written notice to Parent upon becoming aware that of (a) the inaccuracy of any representation or warranty made by it the Company contained in this Agreement has become that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, respect or of any (b) the failure of by the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.2(a) or Section 6.2(b); provided, however, that no such notification shall affect or be deemed to modify cure any representation breach or warranty otherwise affect the representations, warranties, covenants or agreements of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or waive the conditions to the obligations of the parties hereunder. Without limiting the foregoing the Company shall give written notice to consummate Parent of any of the following within twenty-four (24) hours of the Company’s Knowledge of, and in any event within two (2) Business Days after, the Company’s receipt of notice thereof: (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; and (iii) any Proceedings commenced or, to the Company’s Knowledge, threatened against, relating to or involving or otherwise affecting the Company or any Subsidiary which, if pending on the date of this Agreement would have been required to have been disclosed pursuant to this Agreement or the remedies available which relate to the parties hereunder; consummation of the transaction contemplated hereby. Each Party shall promptly provide to the other Party (or its counsel) copies of all filings made by the filing Party with any Governmental Authority in connection with this Agreement and providedthe transactions contemplated hereby. Nothing contained in this Agreement shall give Parent or Purchaser, furtherdirectly or indirectly, that the right to control, direct or interfere with the operations of the Company prior to the Effective Time. Prior to the Effective Time, the Company shall exercise, consistent with the terms and conditions of this Agreement, control and supervision over its business operations. Parent shall not have any right to terminate this Agreement or assert the Confidentiality Agreement shall apply failure of the closing condition set forth in Section 8.2(b) due to any information provided to a failure by the Company pursuant to deliver notice to Parent under this Section 5.13(b)7.4 unless the Company (x) willfully fails to deliver any such notice or (y) fails to deliver notice of any event that constitutes, or could reasonably be expected to constitute, a Material Adverse Effect.

Notification of Certain Matters. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, the Company NPCC shall give prompt notice to Parent upon becoming aware USAC, and USAC shall give prompt notice to NPCC, of (a) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated by this Agreement or from any person alleging that the consent of such person is or may be required in connection with the Merger or the other transactions contemplated by this Agreement, (b) any actions, suits, claims, investigations or proceedings commenced or, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or DCLIC that relate to the Merger or the other transactions contemplated by this Agreement, (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause any representation or warranty made by it such party contained in this Agreement has become (i) that is qualified as to materiality or NPCC Material Adverse Effect or USAC Material Adverse Effect, as applicable, to be untrue or inaccurate and (ii) that is not so qualified to be untrue in any material respect, or of and (d) any material failure of the Company such party to comply with or satisfy in any material respect any covenant, condition covenant or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.2(a) or Section 6.2(b); provided, however, that no such notification the delivery of any notice under this Section 5.10 shall affect not (x) cure any breach of, or be deemed to modify non-compliance with, any representation or warranty other provision of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or (y) limit the remedies available to the parties hereunder; and providedparty receiving such notice. NPCC shall notify USAC, furtheron a current basis, that the terms and conditions of the Confidentiality Agreement shall apply any events or changes with respect to any information provided criminal or regulatory investigation or action involving NPCC or any of its Affiliates, and shall reasonably cooperate with USAC or its Affiliates in efforts to Parent pursuant mitigate any adverse consequences to this Section 5.13(aUSAC or its Affiliates that may arise (including by coordinating and providing assistance in meeting with regulators). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b).

Notification of Certain Matters. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII The Company and the Effective Time, the Company CSE Holders shall give prompt notice to Parent upon becoming aware that Buyer and Buyer shall give prompt notice to the Company and the CSE Holders, in each case after obtaining knowledge thereof, of the occurrence or non-occurrence of (i) any event the occurrence or non-occurrence of which could reasonably be expected to result in any representation made by it or warranty contained in this Agreement has become to be untrue or inaccurate in any material respect (or, in the case of any representation or warranty qualified by its terms by materiality, then untrue or inaccurate in any respect, or of ) and (ii) any failure of the Company any Party to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under hereunder; provided, however, that (x) the breach by any Party hereto of the covenant set forth in the immediately preceding clause (i) shall not permit any other Party hereto to refuse to consummate the transactions contemplated by this Agreement, in each case such that it Agreement unless the failure of the applicable representation or warranty to be true and correct would result in a failure of the conditions condition set forth in Section 6.2(a) or Section 6.2(b6.3(a), as applicable, not being satisfied as of the Closing Date and (y) the delivery of any notice pursuant to this Section 5.4(a) shall not limit or otherwise affect the remedies available hereunder to the Party receiving such notice. (b) Each Party shall give prompt notice to the other Parties 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 Merger or other transactions contemplated by this Agreement; provided(ii) any notice or other communication from any Governmental Authority in connection with the Merger or other transactions contemplated by this Agreement; (iii) any litigation relating to or involving or otherwise affecting the Company or any of its Subsidiaries, howeveron the one hand, or Buyer or Merger Sub, on the other hand, that no such notification shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions relates to the obligations Merger or other transactions contemplated by this Agreement; and (iv) any change that is likely to impair in any material respect the ability of Parent and Merger Sub any Party to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a)Agreement. (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b).

Notification of Certain Matters. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, the Company F▇▇▇▇▇ shall give prompt notice to Parent upon becoming aware that Apogent and Apogent shall give prompt notice to F▇▇▇▇▇, as the case may be, of the occurrence, or failure to occur, of any event, which occurrence or failure to occur would reasonably be expected to cause (a)(i) any representation made by it or warranty of such party contained in this Agreement has become that is qualified as to “materiality” or “Material Adverse Effect” to be untrue or inaccurate in any respect or (ii) any other representation or warranty of such party contained in this Agreement that is not qualified as to “materiality” or “Material Adverse Effect” to be untrue or inaccurate in any material respect, in each case at any time from and after the date of this Agreement until the Effective Time, or of (b) any material failure of F▇▇▇▇▇ and the Company Merger Sub or Apogent, as the case may be, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. In addition, in each F▇▇▇▇▇ shall give prompt notice to Apogent and Apogent shall give prompt notice to F▇▇▇▇▇, as the case may be, of any change or event having, or which would reasonably be expected to have, a Material Adverse Effect on such that it party and its Subsidiaries, taken as a whole, or which would reasonably be expected to result in a the failure of any of the conditions set forth in Article VI to be satisfied. Notwithstanding the above, the delivery of any notice pursuant to this Section 6.2(a) 5.14 will not limit or Section 6.2(b); provided, however, that no otherwise affect the remedies available hereunder to the party receiving such notification shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement notice or the conditions to the obligations of Parent and Merger Sub such party’s obligation to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a)Merger. (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b).

Notification of Certain Matters. (a) At all times during During the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective TimePre-Closing Period, the Company shall give prompt notice to Parent upon becoming aware that any representation made by it in this Agreement has become untrue of the occurrence or inaccurate in any material respect, or non-occurrence of any failure event that results in the breach of any representation, warranty, covenant or agreement of the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case herein such that it any closing condition contained in Sections 8.2(a) and 8.2(b) would result in a failure of not be satisfied (assuming that the conditions set forth in Section 6.2(a) or Section 6.2(bClosing were to occur at such time); provided, however, that no such notification the delivery of any notice pursuant to this Section 7.8(a) shall not limit or otherwise affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties Parent or MergerCo hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during During the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective TimePre-Closing Period, Parent shall give prompt notice to the Company upon becoming aware of the occurrence or non-occurrence of any event that results in the breach of any representation, warranty, covenant or agreement of Parent herein such that any representation or warranty made by Parent or Merger Sub closing condition contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub Sections 8.3(a) and 8.3(b) would not be satisfied (assuming that the Closing were to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case occur at such that it would result in a failure of the conditions set forth in Section 6.3(a) or Section 6.3(btime); provided, however, that no such notification the delivery of any notice pursuant to this Section 7.8(b) shall not limit or otherwise affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties Company hereunder; . (c) During the Pre-Closing Period, each of the Company and provided, further, Parent shall give prompt notice to the other of (i) any notice or other communication from any Person alleging that the terms authorization, license, permit, consent, waiver or approval of such Person is or may be required in connection with this Agreement, the other Transaction Documents and conditions the transactions contemplated hereby or thereby, (ii) any notice or other communication from any Governmental Authority in connection with this Agreement, the other Transaction Documents and the transactions contemplated hereby or thereby and (iii) any Claim relating to or involving or otherwise affecting such party that relates to this Agreement, the other Transaction Documents and the transactions contemplated hereby or thereby. (d) During the Pre-Closing Period, the Company shall give prompt notice to Parent of any fact, event, change, development, circumstance or effect occurring after the Confidentiality Agreement date hereof (or of which it became aware after the date hereof) that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (e) During the Pre-Closing Period, Parent and MergerCo shall apply to any information provided give prompt notice to the Company pursuant of any fact, event, change, development, circumstance or effect occurring after the date hereof (or of which it became aware after the date hereof) that has had or would reasonably be expected to this Section 5.13(b)have, individually or in the aggregate, a Parent Material Adverse Effect.

Notification of Certain Matters. (a) At all times during Parent shall give prompt notice to the period commencing with the execution Company, and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, the Company shall give prompt notice to Parent, upon any director or officer of Parent upon or the Company (as applicable) becoming aware of (i) any governmental complaints, investigations or hearings (or communications indicating that any representation made by it in this Agreement has become untrue or inaccurate in any material respectthe same may be contemplated), or the institution or the threat of significant litigation involving such party or any of its Subsidiaries, and will keep the other party fully informed of such events and (ii) otherwise, the occurrence, or failure to occur, of any event, which occurrence or failure of the Company to comply with or satisfy in occur would be reasonably likely to cause any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Article VII not to be satisfied. (b) No notice given or received pursuant to this Section 6.2(a) or Section 6.2(b); provided, however, that no such notification 6.13 shall affect or be deemed to modify (i) qualify, modify, amend or otherwise affect any representation representations, warranties, covenants or warranty other agreements of the Company parties set forth in this Agreement or the conditions any certificate or other instrument delivered to the obligations of Parent and Merger Sub to consummate other party in connection with the transactions contemplated by this Agreement hereby, (ii) amend or otherwise supplement the information set forth in the Company Disclosure Schedule or the Parent Disclosure Schedule, as applicable, (iii) limit or restrict the remedies available to the parties hereunder; and provided, further, that the terms and conditions under applicable law arising out of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution and delivery a breach of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure or (iv) limit or restrict the ability of the conditions set forth in Section 6.3(a) either party to invoke or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or rely on the conditions to the obligations of the Company parties to consummate the transactions contemplated by this Agreement hereby set forth in Article VII hereof. (c) Each party shall (and shall cause its directors, officers, employees, auditors, agents and other representatives) to hold in confidence all non-public information acquired from the other party or the remedies available to the parties hereunder; and provided, further, that the terms and conditions other party's representatives as a result of the Confidentiality Agreement shall apply to any information provided to the Company notice given or received pursuant to this Section 5.13(b6.13 in accordance with the terms of the Confidentiality Agreement. (d) The Company shall not send any written communications to its employees regarding the Merger or this Agreement without receiving the prior written consent of Parent with respect to such written communications (which consent shall not be unreasonably withheld or delayed).

Notification of Certain Matters. (a) At all times during From and after the period commencing with the execution and delivery date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, each party hereto shall promptly notify the Company shall give prompt notice other parties hereto of: (a) the occurrence, or non-occurrence, of any event the occurrence or non-occurrence of which would be reasonably likely to Parent upon becoming aware that cause any (i) representation made by it or warranty contained in this Agreement has become to be untrue or inaccurate in any material respect, respect or (ii) any material covenant or any condition to the obligations of any party to effect the Merger not to be complied with or satisfied; (b) the failure of the Company any party hereto to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under pursuant to this Agreement; (c) the receipt of 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; (d) the receipt of any notice or other communication from any Governmental Authority in connection with the Transactions; and (e) any actions, suits, claims, investigations or proceedings commenced or, to the knowledge of the party, threatened against, relating to or involving or otherwise affecting the Company or Merger Sub, which relates to the consummation of the Transactions; in each case case, to the extent such that it would result in a failure of event or circumstance is or becomes known to the conditions set forth in Section 6.2(a) or Section 6.2(b)party required to give such notice; providedPROVIDED, howeverHOWEVER, that no such notification the delivery of any notice pursuant to this Section 7.07 shall affect or not be deemed to modify be an amendment of this Agreement or any Section in the Company Disclosure Schedule or the Merger Sub Disclosure Statement and shall not cure any breach of any representation or warranty requiring disclosure of the Company set forth in this Agreement or the conditions such matter prior to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution and delivery date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b).

Notification of Certain Matters. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur Each of the termination of this Agreement pursuant to Article VII Company and the Effective Time, the Company Buyer shall give prompt notice to Parent upon becoming aware that the other of (a) the discovery by the party giving notice of any fact or circumstance that, or the occurrence, or failure to occur, of any event, which occurrence or failure to occur would cause any representation made by it or warranty of such party contained in this Agreement has become to be untrue or inaccurate in any material respect, or at any time from and after the date of this Agreement until the Effective Time, (b) any material failure of the Company party giving notice to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (c) any notice or other communication received by the party giving notice from any Governmental Entity in each case such that it would result in a failure of the conditions set forth in Section 6.2(a) or Section 6.2(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate connection with the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, from any Person alleging that the terms and conditions consent of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during the period commencing such Person is or may be required in connection with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made transactions contemplated by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case if the subject matter of such that it would result in a communication or the failure of such party to obtain such consent is reasonably likely to be material to the conditions set forth in Section 6.3(aCompany, the Surviving Corporation or the Buyer, and (d) any actions, suits, claims, investigations or Section 6.3(b)proceedings commenced or, to the Knowledge of the party giving notice, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the transactions contemplated by this Agreement; provided, however, that no such notification the delivery of any notice pursuant to this Section 6.9 shall affect or not (x) be deemed to modify considered an admission that any representation or warranty is untrue or that any covenant has been breached for purposes of Parent Article VII or Merger Sub set forth in Article VIII, (y) cure any breach or non-compliance with any other provision of this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or (z) limit the remedies available to the parties hereunderparty receiving such notice; and provided, further, further that the terms and conditions of the Confidentiality Agreement shall apply failure to any information provided to the Company deliver a notice pursuant to this Section 5.13(b6.9 shall not be considered in determining whether the condition set forth in Section 7.2(b) or Section 7.3(b) has been satisfied (except that the extent of the actual prejudice caused to a party hereto by such failure shall be taken into account in determining whether the condition specified in Section 7.2(b) or 7.3(b), as applicable, has been satisfied). Notwithstanding the above, the delivery of any notice pursuant to this Section will not limit or otherwise affect the remedies available hereunder to the party receiving such notice or the conditions to such party’s obligation to consummate the Merger.

Notification of Certain Matters. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, the Company The Stockholders shall give prompt notice to Parent upon becoming aware that Acquiror of (i) the occurrence or non-occurrence of any event of which the Stockholders have knowledge, the occurrence or non-occurrence of which, would cause any representation made by it in this Agreement has become or warranty of the Stockholders contained herein to be untrue or inaccurate in any material respect, respect at or prior to the Closing and (ii) any material failure of any failure of the Company Stockholder to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. Acquiror shall give prompt notice to the Stockholders of (i) the occurrence or nonoccurrence of any event of which Acquiror has knowledge, the occurrence or non-occurrence of which, would cause any representation or warranty of Acquiror contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of Acquiror to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under hereunder. The delivery of any notice pursuant to this AgreementSection 7.6 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, in each case such that it would result in a failure of which modification may only be made pursuant to Section 7.7, (ii) modify the conditions set forth in Section 6.2(aSections 8 and 9 or (iii) limit or Section 6.2(b)otherwise affect the remedies available hereunder to the party receiving such notice with respect to any breach or other matters specified herein; provided, however, that no such notification if a party shall affect disclose any breach of its representations or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions warranties to the other party in writing prior to Closing (a "Disclosed Breach"), then the other party's sole remedy for such Disclosed Breach shall be to either: (1) terminate this Agreement, whereupon the parties shall be released from all obligations of Parent and Merger Sub liability hereunder; or (2) waive the Disclosed Breach and proceed to consummate the transactions Closing as originally contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a)hereby. (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b).

Notification of Certain Matters. The Company and Parent shall promptly notify each other of (a) At all times during the period commencing any notice or other communication received by such party from any Governmental Entity in connection with the execution and delivery Merger or the other transactions contemplated hereby or from any Person alleging that the consent of this Agreement and continuing until such Person is or may be required in connection with the earlier transactions contemplated hereby, (b) any other notice or communication from any Governmental Entity in connection with the transactions contemplated hereby, (c) any Action commenced or, to occur such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the termination of this Agreement pursuant transactions contemplated hereby or (d) any change, condition or event (i) that renders or would reasonably be expected to Article VII and the Effective Time, the Company shall give prompt notice to Parent upon becoming aware that render any representation made by it or warranty of such party set forth in this Agreement has become to be untrue or inaccurate in any material respect, or of (ii) that results or would reasonably be expected to result in any failure of the Company such party to comply with or satisfy in any material respect any covenant, condition or agreement (including any condition set forth in Article VI) to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.2(a) or Section 6.2(b)hereunder; provided, however, that with respect to any such change, condition or event described in the foregoing clause (d)(i) that would not result in the failure of a condition set forth in Article VI, the applicable party’s obligation to notify the other party “promptly” shall be deemed satisfied if such notification is delivered within seven days of such party becoming aware of the applicable change condition or event; provided, further, that no such notification shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement representations, warranties, covenants, rights or remedies, or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to of, the parties hereunder; and provided, further, that the terms and conditions an unintentional failure to provide such notification shall not constitute a breach of a covenant for purposes of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the closing conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b)Article VI.

Notification of Certain Matters. (a) At all times during Between the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII date hereof and the Effective TimeClosing, the Company or Seller Representative, as applicable, shall give prompt notice to Parent upon becoming aware that Buyer of (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, individually or in the aggregate, a Company Material Adverse Effect, (B) has resulted in any representation or warranty made by it the Company hereunder not being true and correct or (C) has resulted in this Agreement has become untrue or inaccurate in any material respect, or the failure of any failure of the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.2(a5.3 to be satisfied; (ii) any notice or Section 6.2(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of other communication received by the Company set forth from any Governmental Entity in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate connection with the transactions contemplated by this Agreement or from any Person alleging that the remedies available consent of such Person is or may be required in connection with the transactions contemplated hereby, if the subject matter of such communication or the failure of such Party to obtain such consent could be material to the parties hereunderCompany or Buyer; and provided(iii) any actions, furthersuits, that claims, investigations or proceedings commenced or, to the terms and conditions of Company's knowledge, threatened, which would, individually or in the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a)aggregate, have a Company Material Adverse Effect. (b) At all times during Between the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII date hereof and the Effective TimeClosing, Parent Buyer shall give prompt notice to the Company upon becoming aware that or the Seller Representative, as applicable, of (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) would, individually or in the aggregate, prevent or materially delay the consummation of the transactions contemplated by this Agreement, (B) has resulted in any representation or warranty made by Parent Buyer hereunder not being true and correct or Merger Sub (C) has resulted in this Agreement has become untrue or inaccurate in any material respect, or the failure of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.3(a5.2 to be satisfied; (ii) any notice or Section 6.3(b); provided, however, that no other communication received by such notification shall affect or be deemed to modify Party from any representation or warranty of Parent or Merger Sub set forth Governmental Entity in this Agreement or the conditions to the obligations of the Company to consummate connection with the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, from any Person alleging that the terms and conditions consent of such Person is or may be required in connection with the Confidentiality Agreement shall apply transactions contemplated hereby, if the subject matter of such communication or the failure of such Party to any information provided obtain such consent could be material to the Company pursuant or Buyer; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to Buyer's knowledge, threatened, which would, individually or in the aggregate, prevent or materially delay the consummation of the transactions contemplated by this Section 5.13(b)Agreement.

Notification of Certain Matters. (a) At all times during Subject to applicable Law and the period commencing with the execution and delivery instructions of this Agreement and continuing until the earlier to occur any Governmental Authority, each of the termination Company and Parent shall keep the other reasonably apprised of this Agreement pursuant the status of matters relating to Article VII and completion of the Effective TimeTransactions, including (subject to any confidentiality obligations) promptly furnishing the other with copies of notices or other communications received by Parent or the Company, as the case may be, or any of their Subsidiaries or Representatives, from any Governmental Authority with respect to the Transactions. (b) The Company shall give prompt notice to Parent, and Parent upon shall give prompt notice to the Company, of (i) the Company or Parent, as the case may be, becoming aware that any representation or warranty made by it in this Agreement has become or any Ancillary Agreement is untrue or inaccurate in any material respect, (ii) the Company or Parent, as the case may be, shall become aware of the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which reasonably could be expected to cause any representation or warranty contained in this Agreement or any Ancillary Agreement to be untrue or inaccurate in any material respect, (iii) any failure of the Company Company, Parent or Merger Sub, as the case may be, to comply with or satisfy in any material respect any covenant, condition covenant or agreement to be complied with or satisfied by it under this Agreementhereunder, (iv) any notice or other communication from any person alleging that the consent of such person is required in each case such that it would result in a failure connection with the consummation of any of the conditions Transactions, and (v) any change to the number of Company Securities issued and outstanding as set forth in Section 6.2(a) 3.07 which results from anything other than actions specifically permitted by this Agreement (including the exercise of Company Options or Section 6.2(bCompany Warrants); provided, however, that no such notification the delivery of any notice pursuant to this Section 7.04 shall not limit or otherwise affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available hereunder to the parties hereunder; party receiving such notice, and provided, provided further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a7.04(b). (bc) At all times during the period commencing with the execution The Company shall promptly advise Parent orally and delivery in writing of this Agreement (i) any change or event that has or could reasonably be expected to have a Company Material Adverse Effect and continuing until the earlier (ii) any change or event that has or could reasonably be expected to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that cause any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions to Closing set forth in Section 6.3(a) or Section 6.3(b)Article VIII not to be satisfied by the Outside Date; provided, however, that no such notification the delivery of any notice pursuant to this Section 7.04(c) shall not limit or otherwise affect or be deemed to modify the Company’s representations and warranties in 0, any representation or warranty covenant of Parent or Merger Sub set forth the Company in this Agreement or any remedies available hereunder to Parent. (d) Each Party shall promptly advise the conditions to other Parties of any Legal Proceedings commenced after the obligations Effective Date or threatened against such Party or any of its directors, officers, employees (in their capacity as such) or Affiliates by any Person, and shall keep the other Parties reasonably informed regarding any such Legal Proceedings. The Company shall promptly notify the other Parties of any Legal Proceeding that may be threatened or asserted in writing, brought, or commenced against the Company or any of the Company to consummate Subsidiaries, that would have been listed in Section 3.25 of the transactions contemplated by this Agreement or the remedies available Company Schedule of Exceptions, if such Legal Proceeding, had arisen prior to the parties hereunder; and providedEffective Date. The Company agrees that it shall not settle, furthercompromise or come to an arrangement regarding, that or make an offer or agree to settle, compromise or come to an arrangement regarding, any such Legal Proceedings commenced against the terms and conditions Company, any Company Subsidiary or any director, officer or employee thereof without the prior written consent of Parent which shall not be unreasonably withheld or delayed. After receipt of the Confidentiality Agreement shall apply to any information provided to Company Shareholder Approval, the Company pursuant shall cooperate with Parent and, if requested by Parent, use its reasonable commercial efforts to this Section 5.13(b)settle, compromise or come to an arrangement regarding any unresolved Legal Proceedings in accordance with Parent’s direction.

Notification of Certain Matters. (a) At all times during From and after the period commencing with the execution and delivery date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, each party hereto shall promptly notify the Company shall give prompt notice other parties hereto of: (a) the occurrence, or non-occurrence, of any event the occurrence or non-occurrence of which would be reasonably likely to Parent upon becoming aware that cause any (i) representation made by it or warranty contained in this Agreement has become to be untrue or inaccurate in any material respect, respect or (ii) any covenant or any condition to the obligations of any party to effect the Merger not to be complied with or satisfied; (b) the failure of the Company any party hereto to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under pursuant to this Agreement; (c) the receipt of 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; (d) the receipt of any notice or other communication from any Governmental Authority in connection with the Transactions; and (e) any actions, suits, claims, investigations or proceedings commenced or, to the knowledge of the party, threatened against, relating to or involving or otherwise affecting the Company or Merger Sub, which relates to the consummation of the Transactions; in each case case, to the extent such that it would result in a failure of event or circumstance is or becomes known to the conditions set forth in Section 6.2(a) or Section 6.2(b)party required to give such notice; provided, however, that no such notification the delivery of any notice pursuant to this Section 7.07 shall affect or not be deemed to modify be an amendment of this Agreement or any Section in the Company Disclosure Schedule and shall not cure any breach of any representation or warranty requiring disclosure of the Company set forth in this Agreement or the conditions such matter prior to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution and delivery date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b).

Notification of Certain Matters. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur Each of the termination of this Agreement pursuant to Article VII Company and the Effective Time, the Company Buyer shall give prompt notice to Parent upon becoming aware that the other of (a) the discovery by the party giving notice of any fact or circumstance that, or the occurrence, or failure to occur, of any event, which occurrence or failure to occur would cause any representation made by it or warranty of such party contained in this Agreement has become to be untrue or inaccurate in any material respect, or at any time from and after the date of this Agreement until the Effective Time, (b) any material failure of the Company party giving notice to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (c) any notice or other communication received by the party giving notice from any Governmental Entity in each case such that it would result in a failure of the conditions set forth in Section 6.2(a) or Section 6.2(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate connection with the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, from any Person alleging that the terms and conditions consent of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during the period commencing such Person is or may be required in connection with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made transactions contemplated by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case if the subject matter of such that it would result in a communication or the failure of such party to obtain such consent could reasonably be expected to be material to the conditions set forth in Section 6.3(aCompany, the Surviving Corporation or the Buyer, and (d) any actions, suits, claims, investigations or Section 6.3(b)proceedings commenced or, to the Knowledge of the party giving notice, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the transactions contemplated by this Agreement; provided, however, that no such notification the delivery of any notice pursuant to this Section 6.9 shall affect or not (x) be deemed to modify considered an admission that any representation or warranty is untrue for purposes of Parent Article VII or Merger Sub set forth in Article VIII, (y) cure any breach or non-compliance with any other provision of this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or (z) limit the remedies available to the parties hereunder; and providedparty receiving such notice. Notwithstanding the above, further, that the terms and conditions delivery of the Confidentiality Agreement shall apply to any information provided to the Company notice pursuant to this Section 5.13(b)will not limit or otherwise affect the remedies available hereunder to the party receiving such notice or the conditions to such party’s obligation to consummate the Merger.

Notification of Certain Matters. Each party shall use its best efforts to give prompt written notice to each other party of (a) At all times during any notice or other communication from any Person alleging that the period commencing consent of such Person is or may be required in connection with the execution and delivery transactions contemplated hereby, (b) notice or communication from any Governmental Entity in connection with the transactions contemplated hereby, (c) the occurrence, or failure to occur, of any event of which it becomes aware that has caused or could reasonably be expected to cause any representation or warranty of such party contained in this Agreement that is qualified as to materiality being or becoming as of any time between the date of this Agreement and continuing until the earlier to occur Effective Time untrue or inaccurate at such time in any respect or any such representation or warranty that is not so qualified being or becoming as of any time between the termination date of this Agreement pursuant to Article VII and the Effective Time, the Company shall give prompt notice to Parent upon becoming aware that any representation made by it in this Agreement has become Date untrue or inaccurate in any material respect, or of any (d) the failure of the Company it to comply with or satisfy in any material respect any covenant, condition or agreement obligation to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.2(a) or Section 6.2(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or (e) the conditions commencement or threat of, or any material development with respect to, any Company Litigation or any other action, suit, investigation, inquiry or proceeding which relates to the obligations consummation of Parent and Merger Sub to consummate the transactions contemplated by this Agreement hereby or the remedies available issuance of any Order affecting the Company or any of its Subsidiaries or any of their respective properties or assets, in either case which, if pending, threatened or issued, as the case may be, on or prior to the parties hereunder; and provideddate of this Agreement, further, that the terms and conditions would have been required to have been disclosed pursuant to Section 3.1. The delivery of the Confidentiality Agreement shall apply to any information provided to Parent notice pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution 5.9 is for informational purposes and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation not limit or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall otherwise affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply hereunder to any information provided to the Company pursuant to this Section 5.13(b)party or parties receiving such notice.

Notification of Certain Matters. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, the Company Belden shall give prompt notice to Parent upon becoming aware that CDT, and CDT shall give prompt notice to Belden, of (a) the occurrence, or failure to occur, of any event, which occurrence or failure to occur would reasonably be likely to cause (i) any representation made by it or warranty of such party contained in this Agreement has become that is qualified as to "materiality" or "Material Adverse Effect" to be untrue or inaccurate in any respect or (ii) any other representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect, in each case at any time from and after the date of this Agreement until the Effective Time, (b) any material failure of Belden and the Merger Sub or CDT, as the case may be, or of any failure of the Company officer, director, employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (c) any event occurring on or after the date hereof that would have been required to be disclosed pursuant to Article III or IV had such event occurred prior to the execution hereof, or (d) any change in each circumstances regarding CDT or Belden, as the case may be, that comes to the attention of any person included in the definition of the term "Knowledge," that would require disclosure regarding controls and procedures in such party's periodic reports filed under the Exchange Act that it is materially more negative than that included in such party's most recently filed periodic report. In addition, Belden shall give prompt notice to CDT and CDT shall give prompt notice to Belden of any change or event having, or which would reasonably be likely to have, a Material Adverse Effect on such party or which would be reasonably likely to result in a the failure of any of the conditions set forth in Section 6.2(a) or Section 6.2(b); provided, however, that no such notification shall affect or Article VII to be deemed to modify any representation or warranty satisfied. Each of the Company set forth in parties shall give prompt written notice to the other party of any material correction to any of the CDT SEC Documents or the Belden SEC Documents, as the case may be, from and after the date hereof. Notwithstanding the above, the delivery of any notice pursuant to this Agreement Section 6.15 will not limit or otherwise affect the remedies available hereunder to the party receiving such notice or the conditions to the obligations of Parent and Merger Sub such party's obligation to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a)Merger. (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b).

Notification of Certain Matters. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, the The Company shall give prompt notice to Parent, and Parent upon becoming aware shall give prompt notice to the Company, of any notice or other communication received by such party from any Governmental Authority in connection with the Transactions or from any Person alleging that any representation made by it the consent of such Person is or may be required in connection with the Transactions, if the subject matter of such communication or the failure of such party to obtain such consent would reasonably be expected to be material to the Company, the Surviving Corporation or Parent or its ability to consummate the Transactions. (b) From and after the date of this Agreement has become untrue until the Effective Time, each party hereto shall promptly notify the other party hereto of (i) the occurrence or inaccurate in non-occurrence of any material respectevent that would be likely to cause any condition to the obligations of any party to effect the Merger or any other Transaction not to be satisfied, or of any (ii) the failure of the Company Company, Parent or Merger Sub, as the case may be, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under pursuant to this Agreement, in each case such that it Agreement which would reasonably be expected to result in a failure any condition to the obligations of any party to effect the conditions set forth in Section 6.2(a) Merger or Section 6.2(b)any other Transaction not to be satisfied; provided, however, that no such notification the delivery of any notice pursuant to this Section 5.7(b) shall affect not cure any breach of any representation, warranty, covenant or be deemed to modify any representation or warranty of the Company set forth agreement contained in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement otherwise limit or affect the remedies available hereunder to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a)party receiving such notice. (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b).

Notification of Certain Matters. (a) At all times during During the period commencing with from the execution and delivery date of this Agreement and continuing until to the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective TimeClosing, each party hereto shall promptly notify the other party of: (a) any change or event, or series of changes or events having or reasonably expected to have a Company Material Adverse Effect or Buyer Material Adverse Effect, as the case may be, on it or that would be reasonably expected to cause any of the conditions in Article VI not to be satisfied or to cause the satisfaction thereof to be materially delayed; (b) the receipt of 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 which consent (i) relates to a Material Contract or (ii) the failure to obtain would materially delay the consummation of the Transactions; (c) the receipt of any notice or other communication from any Governmental Entity in connection with the Transactions; (d) any claims, actions, suits, arbitrations, proceedings, inquiries or investigations commenced or, to the knowledge of the Buyer or to the Seller’s Knowledge, threatened against the Seller, Buyer or the Company shall give prompt notice which seeks to Parent upon becoming aware prohibit or prevent consummation of the Transactions; and (e) any information that indicates that any representation made by it in this Agreement has become untrue or inaccurate in any material respect, or of any failure warranty of the Company to comply with Seller or satisfy the Buyer, as the case may be, contained herein will not be true and correct in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, as of the Closing Date; in each case, to the extent such event or circumstance is or becomes known to the executive officers of Buyer, or is to the Seller’s Knowledge, as the case such that it would result in a failure of the conditions set forth in Section 6.2(a) or Section 6.2(b)may be; provided, however, that no such notification the delivery of any notice pursuant to this Section 5.11 shall affect or not be deemed to modify be an amendment of this Agreement or any Schedule and shall not cure any breach of any representation or warranty requiring disclosure of the Company set forth in this Agreement or the conditions such matter prior to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution and delivery date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b).

Notification of Certain Matters. Seller shall give prompt written notice to Buyer, and Buyer shall give prompt written notice to Seller (aeach, a “Notice Letter”), of (i) At all times during the period commencing occurrence, or failure to occur, of any event that would be likely to cause any of its respective representations or warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time from the Effective Date to the Closing, and (ii) any failure to comply with or satisfy, in any material respect, any covenant, condition, or agreement to be complied with or satisfied under this Agreement. Upon receipt of a Notice Letter by Buyer pursuant to this Section 6.2, Buyer shall be entitled to terminate this Agreement by providing written notice to Sellers and Escrow Agent within ten (10) days after receipt of the execution and delivery of Notice Letter. In the event this Agreement is terminated pursuant to this Section 6.2, the E▇▇▇▇▇▇ Money Deposit shall be refunded to Buyer, whereupon, except as provided for herein, this Agreement and continuing until the earlier to occur all rights and obligations of the termination parties hereunder shall be null and void. If the Closing still occurs after Buyer’s receipt of this Agreement pursuant the Notice Letter, then Buyer shall be deemed to Article VII and have waived any claim hereunder with respect to the Effective Timematter discussed in such Notice Letter. If, prior to Closing, either Buyer or Seller obtains Knowledge of any matter that causes the Company shall give prompt notice to Parent upon becoming aware that any representation made by it representations or warranties of the other party contained in this Agreement has become to be untrue or inaccurate in any material respect, or of any failure of such party shall promptly notify the Company to comply with or satisfy other party thereof in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.2(a) or Section 6.2(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a)writing. (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b).

Notification of Certain Matters. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, the Company shall give prompt notice to Parent upon becoming aware that any representation made by it in this Agreement has become untrue or inaccurate in any material respect, or of any failure of the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.2(a) or Section 6.2(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent The Seller shall give prompt notice to the Company upon becoming aware Buyer of (i) any fact, event or circumstance known to it that any representation individually or warranty made by Parent taken together with all other facts, events and circumstances known to it, has resulted or Merger Sub is reasonably likely to result in this Agreement has become untrue or inaccurate in any material respect, or the failure of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions precedent set forth in Section 6.3(aArticle IX or (ii) any notice or Section 6.3(b)other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated herein; provided, provided however, that no such notification except as otherwise provided in Section 6.3(a), (A) the delivery of any notice by the Seller pursuant to this Section 6.4(a) shall not limit or otherwise affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and providedBuyer or prevent or cure any misrepresentations, further, that breach of warranty or breach of covenant by the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Seller or the Company and (B) disclosure by the Seller pursuant to this Section 5.13(b6.4(a) shall not be deemed to amend or supplement any Disclosure Schedule or constitute an exception to any representation or warranty. (b) If at any time prior to the Closing Date, any event relating to the Company or any of its Affiliates, officers or directors should be discovered by the Company which should be set forth in a supplement to the Proxy Statement, the Company shall promptly inform the Buyer and cooperate in the preparation of any required supplement to the Proxy Statement. (c) The Buyer shall give prompt notice to the Seller of (i) any fact, event or circumstance known to it that individually or taken together with all other facts, events and circumstances known to it, has resulted or is reasonably likely to result in the failure of any condition precedent set forth in Article IX or (ii) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated herein; provided however, that except as otherwise provided in Section 6.3(a), (A) the delivery of any notice by the Buyer pursuant to this Section 6.4(c) shall not limit or otherwise affect any remedies available to the Seller or prevent or cure any misrepresentations, breach of warranty or breach of covenant by the Buyer and (B) disclosure by the Buyer pursuant to this 6.4(c) shall not constitute an exception to any representation or warranty.

Notification of Certain Matters. (a) At all times during Between the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII date hereof and the Effective Time, the Company shall each of Victory, on behalf of itself and Merger Sub, and Chucktaylor will give prompt written notice to Parent upon becoming aware the other of (i) any notice or other communication from any Person alleging that the Consent of such Person is or may be required to consummate the Transactions, (ii) any representation made by Action commenced or threatened in writing against, relating to or involving or otherwise affecting it or any of its Subsidiaries that relate to the consummation of the Transactions, the Distribution or the ▇▇▇▇▇ Disposition, the occurrence or failure to occur, or the impending or threatened occurrence or failure to occur, of any event or circumstance which occurrence or failure to occur would reasonably be expected to cause any of its representations or warranties in this Agreement has become Agreement, the Other Transaction Agreements, the Distribution Agreements, or the ▇▇▇▇▇ Disposition Agreements to be untrue or inaccurate in any material respectrespect at any time from the date hereof through the Effective Time, and (iii) the occurrence or failure to occur, or the impending or alleged threatened occurrence or failure to occur, of any event or circumstance which occurrence or failure of the Company to comply with or satisfy in occur would reasonably be expected to cause any material respect any covenantcondition, condition covenant or agreement contained in this Agreement, the Other Transaction Agreements, the Distribution Agreements or the ▇▇▇▇▇ Disposition Agreements to fail to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.2(a) or Section 6.2(b)satisfied; provided, however, that no such notification shall the delivery of any notice pursuant to this Section 4.05(a) will not limit or otherwise affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a)Party receiving such notice. (b) At all times during After the period commencing with the execution and delivery date hereof, Chucktaylor will give prompt written notice to Victory of this Agreement and continuing until the earlier (i) any agreement, arrangement, commitment or obligation to occur sell, dispose, assign or otherwise transfer any shares of Victory Preferred Stock or Victory Common Stock owned by Chucktaylor as of the termination date hereof, including the identity of this Agreement pursuant to Article VII the transferee, assignee or purchaser thereof and the Effective Timedate or expected date of consummation of such sale, Parent shall give prompt notice disposition, assignment or transfer, and (ii) any Liability that becomes Known to Chucktaylor after the Company upon becoming aware date hereof other than any such Liability that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to will be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of identified on the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b)Closing Date Net Worth Positive Statement.

Notification of Certain Matters. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, the The Company shall give prompt notice to Parent upon becoming aware that any representation made by it in this Agreement has become untrue or inaccurate in any material respectParent, or of any failure of the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.2(a) or Section 6.2(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware Company, of (i) any notice or other communication received by such Party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication or the failure of such Party to obtain such consent would be material to the Company, the Surviving Corporation or Parent, (ii) any representation actions, suits, claims, investigations or warranty made by Parent proceedings commenced or, to such Party’s Knowledge, threatened against, relating to or involving or otherwise affecting such Party or any of its Subsidiaries which relate to the Merger Sub in this Agreement has become untrue or inaccurate the other transactions contemplated hereby, (iii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would reasonably be likely to cause or result in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions to the Merger set forth in Section 6.3(a) Article VI not being satisfied or Section 6.3(b)satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that no such notification the delivery of any notice pursuant to this Section 5.12 shall affect not (x) cure any breach of, or be deemed to modify non-compliance with, any representation or warranty other provision of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or (y) limit the remedies available to the parties hereunderParty receiving such notice; and and, provided, further, that the terms and conditions failure to give prompt notice hereunder pursuant to clause (iii) shall not constitute a failure of a condition to the Confidentiality Agreement Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The Company shall apply notify Parent, on a reasonably current basis, of any events or changes with respect to any information provided to regulatory investigation or action involving the Company pursuant or any of its Affiliates, and shall reasonably cooperate with Parent and its Affiliates in efforts to this Section 5.13(bmitigate any adverse consequences to Parent or its Affiliates which may arise (including by coordinating and providing assistance in meeting with regulators).

Notification of Certain Matters. (a) At all times during From the period commencing with date hereof to the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective TimeAcceptance Date, the Company shall give prompt notice to Parent, and each of Parent upon becoming aware and Merger Sub shall give prompt notice to the Company, of (i) any notice or other communication received by such party from any Governmental Authority in connection with the Offer, the Merger or the transactions contemplated thereby or from any Person alleging that the consent of such Person is or may be required in connection with the Offer, the Merger or the other transactions contemplated thereby if the subject matter of such communication or the failure of such party to obtain such consent purports to materially affect the consummation of the transactions contemplated thereby, (ii) any actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Offer, the Merger or the other transactions contemplated thereby, (iii) to the knowledge of the Company, the occurrence, or failure to occur, of any event which occurrence or failure would be likely to cause any representation made by it or warranty contained in this Agreement has become and required to be made by the notifying party to be untrue or inaccurate such that the condition in any material respectparagraph (b)(ii) of Annex I would not be satisfied or the Company would have a termination right under Section 8.01(d)(ii), or of as the case may be and (iv) any failure of the Company to comply with or satisfy in any material respect any a covenant, condition or agreement to be complied with or satisfied by it under this Agreementhereunder, in each case such that it the condition in paragraph (b)(ii) of Annex I would result in a failure of the conditions set forth in Section 6.2(a) not be satisfied or Section 6.2(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or would have a termination right under Section 8.01(d)(ii), as the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a)case may be. (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b).

Notification of Certain Matters. Each of the Company and Parent shall promptly notify the other in writing of: (a) At all times during any notice or other communication from any person alleging that the period commencing consent of such person is or may be required in connection with the execution and delivery of this Agreement and continuing until Transactions; (b) any notice or other communication from any Governmental Authority in connection with the earlier Transactions; (c) any Actions commenced or, to occur the knowledge of the termination Company or the knowledge of this Agreement Parent, threatened against the Company or any of its Subsidiaries or Parent and any of its Subsidiaries, as the case may be, that, if pending on the date hereof, would have been required to have been disclosed by such party pursuant to Article VII any of such party’s representations and warranties contained herein, or that relate to such party’s ability to consummate the Effective Time, the Company shall give prompt notice to Parent upon becoming aware that Transactions; (d) if a breach of any representation made by it or warranty or failure to perform any covenant or agreement on the part of such party set forth in this Agreement has become untrue or inaccurate in any material respect, or of any failure of the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such shall have occurred that it would result in a failure of cause the conditions set forth in Section 6.2(a) 7.01, Section 7.02 or Section 6.2(b)7.03 not to be satisfied; and (e) any person notifies the Company or any of its Subsidiaries in writing that such person is seeking indemnification from the Company or any of its Subsidiaries under any indemnification, advancement or exculpation provisions of the indemnification agreements by and among the Company or any of its Subsidiaries and their respective directors and executive officers or the memorandum and articles of association of the Company or any of its Subsidiaries; together, in each case, with a copy of any such notice, communication or Action; provided that the delivery of any notice pursuant to this Section 6.06 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, howeverfurther, that no such notification failure to give prompt notice pursuant to Section 6.06(d) shall affect or be deemed not constitute a failure of a condition to modify any the Merger set forth in Article VII except to the extent that the underlying breach of a representation or warranty of the Company set forth in this Agreement or the conditions failure to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement perform any covenant or the remedies available to the parties hereunderagreement not so notified would, standing alone, constitute such a failure; and provided, further, that the terms and conditions Company’s unintentional failure to give notice under this Section 6.06 shall not be deemed to be a breach of covenant under this Section 6.06 but instead shall constitute only a breach of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any underlying representation or warranty made by Parent or Merger Sub in this Agreement has become untrue covenant or inaccurate in any material respectcondition, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each as the case such that it would result in a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b)may be.

Notification of Certain Matters. (a) At all times during From and after the period commencing with the execution and delivery date of this Agreement and continuing until the Effective Time or the earlier to occur of the termination of this Agreement pursuant to Article VII and VIII hereof, each party hereto shall promptly notify the Effective Timeother party hereto of (a) the occurrence, or nonoccurrence, of any event the Company shall give prompt notice occurrence, or non-occurrence of which would be likely to Parent upon becoming aware that cause: (i) any representation or warranty made by it in this Agreement has become untrue or inaccurate in any material respectby such party, or any information furnished in the Parent Disclosure Schedule or the Company Disclosure Schedule by such party, as the case may be, to be inaccurate either at the time such representation or warranty was made, or such information is furnished, or at the time of the occurrence or non-occurrence of such event; or (ii) any failure of the Company by such party to comply with or satisfy in any material respect condition to the obligations of such party to effect the Merger and the other transactions contemplated by this Agreement, or (b) the failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under pursuant to this Agreement, in each case such that it Agreement which would be likely to result in a failure any of the conditions set forth in Section 6.2(a) or Section 6.2(b)to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement not to be satisfied; provided, however, that no such notification the delivery of any notice pursuant to this Section 6.07 shall affect or not be deemed to modify be an amendment of this Agreement or any schedule in the Parent Disclosure Schedule or the Company Disclosure Schedule and shall not cure any breach of any representation or warranty requiring disclosure of such matter on the Company set forth in date of this Agreement or the conditions to the obligations Agreement. No delivery of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent notice pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent 6.07 shall give prompt notice to the Company upon becoming aware that any representation limit or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available hereunder to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b)party receiving such notice.

Notification of Certain Matters. (a) At all times during Each of Target and Acquiror shall give immediate notice to the period commencing with other if any of the execution and delivery following occurs after the date of this Agreement and continuing until the earlier prior to occur of the termination of this Agreement pursuant to Article VII and or the Effective Time: (a) receipt of any notice of, or other communication relating to, a default, or event which with notice or lapse of time or both would become a default, under any Material Contract; (b) receipt of any notice or other communication in writing from any Person alleging that the Company shall give prompt consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (c) receipt of any notice or other written communication from any Governmental Entity in connection with the transactions contemplated by this Agreement; (d) the occurrence or non-occurrence of any fact or event which would reasonably be expected to Parent upon becoming cause any condition hereunder not to be or satisfied; (e) the commencement or threat of any action involving or affecting Target or any of its properties or assets; (f) the occurrence or non-occurrence of any fact or event that causes a material breach by Target or Acquiror of any provision of this Agreement applicable to it; (g) the occurrence of any fact or event of which such party becomes aware that results in the inaccuracy in any representation made by it or warranty of such party in this Agreement has become untrue or inaccurate in any material respect, or Agreement; and (h) the occurrence of any failure event that, had it occurred prior to the date of the Company to comply with this Agreement without any additional disclosure hereunder, would have constituted a Material Adverse Effect of Target or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.2(a) or Section 6.2(b)Acquiror; provided, however, that no such notification the delivery of any notice by any party pursuant to this provision shall affect or be deemed to not modify any representation or warranty of such party, cure any breaches thereof or limit or otherwise affect the Company set forth in this Agreement rights or the conditions remedies available hereunder to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the other parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no party receiving such notification information to take any action with respect to such notice shall affect or not be deemed to modify a waiver of any representation breach or warranty of Parent or Merger Sub set forth in this Agreement or the conditions breaches to the obligations representations or warranties of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b)party disclosing such information.

Notification of Certain Matters. (a) At all times during From and after the period commencing with the execution and delivery date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and or the Effective Time, each party hereto shall promptly notify the other parties hereto in writing of (a) the occurrence, or nonoccurrence, of any event the occurrence or nonoccurrence of which would be likely to cause (i) any representations or warranties made in this Agreement, or any information furnished on any Schedule in the Parent Disclosure Schedule or the Company shall give prompt notice Disclosure Schedule, not to Parent upon becoming aware that be accurate, to a degree which would cause any condition to the obligations of any party to effect the Merger not to be satisfied, either at the time such representation made by it in this Agreement has become untrue or inaccurate in any material respectwarranty is made, or such information is furnished, or at the time of the occurrence or nonoccurrence of such event, or (ii) any condition to the obligations of any party to effect the Merger not to be satisfied, including, without limitation, the failure of the Company to satisfy the condition specified in Section 9.02(c), or (b) the failure of the Company or Parent, as the case be, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under pursuant to this Agreement, in each case such that it Agreement which would be likely to result in a failure any condition to the obligations of any party to effect the conditions set forth in Section 6.2(a) or Section 6.2(b)Merger not be satisfied; provided, however, that no such notification the delivery of any notice pursuant to this Section 7.03 shall affect or not be deemed to modify be an amendment of this Agreement or any Schedule in the Parent Disclosure Schedule or the Company Disclosure Schedule and shall not cure any breach of any representation or warranty requiring disclosure of the Company set forth in this Agreement or the conditions such matter prior to the obligations date of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions Agreement. No delivery of the Confidentiality Agreement shall apply to any information provided to Parent notice pursuant to this Section 5.13(a). (b7.03 shall limit or affect the remedies available hereunder to the party receiving such notice, including the rights of Parent under Section 9.02(a) At all times during and the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur rights of the termination of this Agreement pursuant to Article VII and Company under Section 9.03(a), in the Effective Time, Parent shall give prompt notice to the Company upon becoming aware event that any a representation or warranty made by the Company or Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to herein shall not be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure true and correct as of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations date hereof and as of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b)Effective Time.

Notification of Certain Matters. Each of the Company and Parent shall promptly notify and provide copies to the other of the following upon acquiring knowledge thereof: (a) At all times during any written notice from any governmental authority alleging that the period commencing with the execution and delivery consent or approval of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, the Company shall give prompt notice to Parent upon becoming aware that any representation made by it in this Agreement has become untrue or inaccurate in any material respect, or of any failure of the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.2(a) or Section 6.2(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub governmental authority is required to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, written notice from any other person alleging that the terms and conditions consent of such person is required to consummate the Confidentiality Agreement shall apply to any information provided to Parent pursuant to transactions contemplated by this Section 5.13(a).Agreement; (b) At all times during the period commencing any notice or other communication from any governmental authority in connection with the execution and delivery transactions contemplated by this Agreement; (c) any claim, action, suit, arbitration, mediation, inquiry, proceeding or investigation commenced or, to its knowledge, threatened against, relating to, involving or otherwise affecting the Company or any Company Subsidiary or Parent or any of its subsidiaries, as the case may be, that, if pending on the date of this Agreement Agreement, would have been required to have been disclosed pursuant to any of such Party’s representations or warranties, as the case may be, or that is material and continuing until relates to the earlier to occur consummation of the termination transactions contemplated by this Agreement; (d) any occurrence or event that is reasonably likely to cause an inaccuracy of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub of that Party contained in this Agreement has become untrue or inaccurate at any time during the term hereof that could reasonably be expected to cause any condition set forth in Article VI not to be satisfied; and (e) any material respect, failure of any Party (or of any failure of Parent its officers, directors, employees or Merger Sub agents) to comply with or satisfy in any material respect any covenant, condition agreement or agreement obligation of such Party to be complied with or satisfied by it such Party under this Agreement following the time at which such compliance or satisfaction was contemplated to occur pursuant to the terms of this Agreement. Notwithstanding the above, in each case the delivery of any notice pursuant to this Section 5.5 will not limit or otherwise affect the remedies available hereunder to the Party receiving such that it would result in a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement notice or the conditions to the obligations of the Company such Party’s obligation to consummate the Merger and other transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b)hereby.

Notification of Certain Matters. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, the The Company shall give prompt notice to Parent, and Parent upon becoming aware that shall give prompt notice to the Company, of the occurrence or non-occurrence of (i) any event, the occurrence or non-occurrence of which could reasonably be expected to result in any representation made by it or warranty contained in this Agreement has become to be untrue or inaccurate in any material respect (or, in the case of any representation or warranty qualified by its terms by materiality, then untrue or inaccurate in any respect, or of ) and (ii) any failure of the Company, Parent or any Subsidiary of either Company or Parent, as the case may be, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.2(a) or Section 6.2(b)hereunder; provided, however, that no such notification shall affect or be deemed to modify the delivery of any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent notice pursuant to this Section 5.13(a)5.6(a) shall not limit or otherwise affect the remedies available hereunder to the Party receiving such notice. (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur Each of the termination of this Agreement pursuant to Article VII Company and the Effective Time, Parent shall give prompt notice to the 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 Merger or other transactions contemplated by this Agreement; (ii) any notice or other communication from any Governmental Authority in connection with the Merger or other transactions contemplated by this Agreement; (iii) any litigation, relating to or involving or otherwise affecting the Company upon becoming aware or any of its Subsidiaries or Parent that relates to the Merger or other transactions contemplated by this Agreement; (iv) the occurrence of a default or event that, with notice or lapse of time or both, will become a default under either a Company Material Contract or a Parent Material Contract; and (v) any representation change that would be considered reasonably likely to result in a Company or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respectMaterial Adverse Effect, as the case may be, or of any failure of Parent or Merger Sub is likely to comply with or satisfy impair in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure the ability of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of either Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b)Agreement.

Notification of Certain Matters. The Stockholders' Representative (aon behalf of each holder of Company Shares) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, the Company shall give prompt notice to Parent upon becoming aware that Purchaser and Purchaser shall give prompt notice to the Stockholders' Representative and the Company of: (a) the occurrence, or non-occurrence, of any event the occurrence or non-occurrence of which would be reasonably likely to cause (i) any representation made by it or warranty of the Company or Purchaser, as the case may be, contained in this Agreement has become to be untrue or inaccurate in any material respect, respect at or of any failure of prior to the Closing or (ii) the Company or Purchaser, as the case may be, to fail to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, hereunder; (b) the receipt of any notice or other communication from any Person alleging that the consent of such Person is or may be required in each case such that it would result in connection with the transactions contemplated hereby which consent (i) relates to a Material Contract or (ii) the failure to obtain could materially delay the consummation of the conditions set forth transactions contemplated hereby; (c) the receipt of any notice or other communication from any Governmental Authority in Section 6.2(aconnection with the transactions contemplated hereby or otherwise material to the Company or any of its Subsidiaries; (d) any Litigation commenced or, to the knowledge of the Company or Section 6.2(b)Purchaser, threatened against, the Company or Purchaser, as the case may be, which seeks to prohibit or prevent consummation of the transactions contemplated hereby; provided, however, and (e) any information that no such notification shall affect or be deemed to modify indicates that any representation or warranty of the Company set forth in this Agreement or Purchaser, as the conditions case may be, contained herein is not reasonably expected to the obligations of Parent be true and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy correct in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure as of the conditions set forth in Section 6.3(a) or Section 6.3(b)Closing Date; provided, however, that no the delivery of any notice pursuant to this Section 7.09 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notification notice, shall affect or not be deemed to modify be an amendment of this Agreement or any Schedule hereto and shall not cure any breach of any representation or warranty requiring disclosure of Parent or Merger Sub set forth in this Agreement or the conditions such matter prior to the obligations date of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b)Agreement.

Notification of Certain Matters. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, the Company shall give prompt notice to Parent upon becoming aware Stream and Stream shall give prompt notice to Company, of (i) any notice or other communication received by such party from any Governmental Entity in connection with the Exchange or from any Person alleging that the consent of such Person is or may be required in connection with the Exchange, if the subject matter of such communication or the failure of such party to obtain such consent could be material to Company or Stream, (ii) any actions, suits, claims, investigations or proceedings commenced or, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Exchange, (iii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause any representation or warranty made by it such party contained in this Agreement has become untrue or inaccurate in to be breached such that the breach, together with all other breaches of this Agreement, provides a right of termination under Article VII; and (iv) any material respect, or of any failure of the Company such party to comply with or satisfy in any material respect any covenant, condition covenant or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.2(a) or Section 6.2(b)hereunder; provided, however, that no such notification the delivery of any notice pursuant to this Section 5.10 shall affect not (x) cure any breach of, or be deemed to modify non-compliance with, any representation or warranty other provision of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or (y) limit the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent party receiving such notice. Company shall give prompt notice Stream the opportunity to participate in the defense or settlement of any securityholder litigation against Company and/or its directors relating to the Exchange, and no such settlement shall be agreed to without Stream’s prior written consent, which shall not be unreasonably withheld, delayed or conditioned. Stream shall give the Company upon becoming aware that any representation the opportunity to participate in the defense or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or settlement of any failure of Parent or Merger Sub securityholder litigation against Stream and/or its directors relating to comply with or satisfy in any material respect any covenantthe Exchange, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that and no such notification settlement shall affect be agreed to without the Company’s prior written consent, which shall not be unreasonably withheld, delayed or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b)conditioned.

Notification of Certain Matters. (a) At all times during Prior to the period commencing Closing Date, LMC and LUVSG shall promptly notify TNCL and NPAL of: (i) any notice or other communication of which LMC or LUVSG has knowledge from any Person alleging that the consent of such Person is or may be required in connection with the execution and delivery of this Agreement and continuing until Transactions; (ii) any notice or other communication from any Governmental Entity which is received by LMC or LUVSG in connection with the earlier Transactions; (iii) any Legal Proceeding commenced or, to occur LMC's or LUVSG's knowledge, threatened against, relating to, involving or otherwise affecting, LUVSG; (iv) any Legal Proceeding commenced or, to LMC's or LUVSG's knowledge, threatened against, relating to, involving or otherwise affecting LMC or LUVSG which relates to the consummation of the termination of this Agreement pursuant to Article VII and the Effective Time, the Company shall give prompt notice to Parent upon becoming aware that Transactions; or (v) any representation made by it in this Agreement has become untrue or inaccurate in any material respect, or of any failure of the Company to comply with or satisfy in any material respect any covenantevent, condition or agreement circumstance of which LMC or LUVSG has knowledge, which is reasonably likely to be complied with have or satisfied by it under this Agreement, in each case such that it would result in does have a failure of the conditions set forth in Section 6.2(a) or Section 6.2(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a)Liberty Material Adverse Effect. (b) At all times during Prior to the period commencing Closing Date, TNCL and NPAL shall promptly notify LMC and LUVSG of: (i) any notice or other communication from any Person of which TNCL or NPAL has knowledge alleging that the consent of such Person is or may be required in connection with the execution and delivery Transactions; (ii) any notice or other communication from any Governmental Entity of this Agreement and continuing until which TNCL or NPAL has knowledge in connection with the earlier Transactions; (iii) any Legal Proceeding commenced or, to occur TNCL's or NPAL's knowledge, threatened against, relating to, involving or otherwise affecting TNCL or NPAL or which relates to the consummation of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that Transactions; or (iv) any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenantevent, condition or agreement circumstance of which TNCL or NPAL has knowledge which is reasonably likely to be complied with have or satisfied by it under this Agreement, in each case such that it would result in does have a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b)TNCL Material Adverse Effect.

Notification of Certain Matters. (a) At all times during During the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur Interim Period, each of the termination of this Agreement pursuant to Article VII and the Effective Time, the Company Parties shall give prompt notice to Parent upon becoming aware that any representation made by it in this Agreement has become untrue the other Parties if such Party or inaccurate in any material respect, or of any failure of the Company its Affiliates: (a) fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, or its Affiliates hereunder in each case any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such that it would result third party is or may be required in a failure of the conditions set forth in Section 6.2(a) or Section 6.2(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such party or its Affiliates; (c) receives any notice or other communication from any Governmental Authority in connection with the remedies available transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, or becomes aware of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would reasonably be expected to cause or result in any of the conditions to set forth in ARTICLE VI not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or threat, in writing, of any Action against such party or any of its Affiliates, or any of their respective properties or assets, or, to the parties hereunder; and providedKnowledge of such party, furtherany officer, that director, partner, member or manager, in his, her or its capacity as such, of such party or of its Affiliates with respect to the terms and conditions consummation of the Confidentiality Agreement transactions contemplated by this Agreement. No such notice shall apply to constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice conditions to the Company upon becoming aware that Closing have been satisfied or in determining whether or not any representation of the representations, warranties or warranty made by Parent or Merger Sub covenants contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b)have been breached; provided, however, that no if a Party has the right to, but does not elect to, terminate this Agreement or begin procedures to terminate this Agreement (including by providing the written notice required by Section 7.1(d) or 7.1(e), as applicable) within five (5) Business Days of its receipt of such notification notice, then such party shall affect or be deemed to modify have irrevocably waived any representation or warranty of Parent or Merger Sub set forth in right to terminate this Agreement or the conditions with respect to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b)such matter.

Notification of Certain Matters. (a) At all times during During the period commencing with Pre-Closing Period, each of Q32, on the execution one hand, and delivery of this Agreement and continuing until Homology, on the earlier to occur other hand, shall promptly notify the other (and, if in writing, furnish copies of) if any of the termination following occurs: (i) any notice or other communication is received from any Person alleging that the Consent of this Agreement pursuant such Person is or may be required in connection with any of the Contemplated Transactions, (ii) any Legal Proceeding against or involving or otherwise affecting such Party or its Subsidiaries is commenced, or, to Article VII and the Effective TimeKnowledge of such Party, threatened against such Party or, to the Company shall give prompt notice to Parent upon becoming Knowledge of such Party, any director, officer or Key Employee of such Party, (iii) such Party becomes aware that of any inaccuracy in any representation or warranty made by it such Party in this Agreement has become untrue or inaccurate in any material respect, or of any (iv) the failure of the Company such Party to comply with any covenant or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, obligation of such Party; in each case such that it would result in a failure could reasonably be expected to make the timely satisfaction of any of the conditions set forth in Section 6.2(a) Article VI impossible or Section 6.2(b); provided, however, that no materially less likely. No such notification notice shall affect or be deemed to modify supplement or amend the Q32 Disclosure Schedule or the Homology Disclosure Schedule for the purpose of (A) determining the accuracy of any representation or warranty of the Company set forth representations and warranties made by Q32 or Homology in this Agreement or the conditions (B) determining whether any condition set forth in Article VI has been satisfied. Any failure by either Party to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent provide notice pursuant to this Section 5.13(a5.5 shall not be deemed to be a breach for purposes of Section 6.2(b) or 6.3(b), as applicable, unless such failure to provide such notice was knowing and intentional. (b) At all times During the Pre-Closing Period, Homology shall use reasonable best efforts to consult with Q32 during the period commencing negotiation process for, and prior to taking any material action with respect to, any amendment to, sublicense or the potential early termination of the Homology Lease, and shall consider any input received from Q32 in good faith prior to taking any such action. (c) During the Pre-Closing Period, Homology shall provide to Q32 an updated list of Abandoned Homology Legacy IP Rights on a monthly basis starting from December 1, 2023, with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement final such list to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.3(adelivered within three (3) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b)days preceding Closing.

Notification of Certain Matters. Ryland and Standard Pacific shall promptly notify each other of (a) At all times during the period commencing any notice or other communication received by such party from any Governmental Entity in connection with the execution and delivery Merger or the other transactions contemplated hereby or from any Person alleging that the consent of this Agreement and continuing until such Person is or may be required in connection with the earlier transactions contemplated hereby, (b) any other notice or communication from any Governmental Entity in connection with the transactions contemplated hereby, (c) any Action commenced or, to occur such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the termination of this Agreement pursuant transactions contemplated hereby or (d) any change, condition or event (i) that renders or would reasonably be expected to Article VII and the Effective Time, the Company shall give prompt notice to Parent upon becoming aware that render any representation made by it or warranty of such party set forth in this Agreement has become (disregarding any materiality qualification contained therein) to be untrue or inaccurate in any material respect, respect or of (ii) that results or would reasonably be expected to result in any failure of the Company such party to comply with or satisfy in any material respect any covenant, condition or agreement (including any condition set forth in Article VI) to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.2(a) or Section 6.2(b)hereunder; provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement representations, warranties, covenants, rights or remedies, or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to of, the parties hereunder; and provided, provided further, that the terms and conditions of the Confidentiality Agreement shall apply failure to any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice pursuant to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in clause (d) shall not constitute a failure of a condition to the conditions Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. The parties agree and acknowledge that, except with respect to clause (d) of the first sentence of this Section 6.3(a5.9, neither ▇▇▇▇▇▇’▇ nor Standard Pacific’s compliance or failure of compliance with this Section 5.9 shall be taken into account for purposes of determining whether the conditions referred to in Section 6.2(b) or Section 6.3(b); provided, however, that no such notification ) shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b)have been satisfied.

Notification of Certain Matters. (a) At all times during During the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective TimePre-Closing Period, the Company each Party shall give prompt notice to Parent upon becoming aware the other Party of (i) any fact, event or circumstance known to such Party that individually or taken together with all other facts, events and circumstances known to such Party, has had, or would reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect (with respect to Seller) or a Buyer Material Adverse Effect (with respect to Buyer), as the case may be, or would cause or constitute a breach of any representation made by it in this Agreement has become untrue of such Party’s representations, warranties, covenants or inaccurate agreements contained herein, (ii) the failure of any condition precedent to such other Party’s obligations hereunder or any occurrence which, to the Knowledge of Seller or the Knowledge of Buyer, as applicable, is reasonably likely to result in any material respect, or of any failure of the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Article IX becoming incapable of being satisfied, (iii) any written notice or other written communication received by such Party from any third party alleging that the consent of such third party is or may be required in connection with the consummation of the Transactions, (iv) any written notice or other written communication from any Governmental Body received by such Party regarding the consummation of the Transactions, or (v) the commencement of any Legal Proceeding against such Party that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.2(a5.11 (with respect to Seller) or Section 6.2(b6.6 (with respect to Buyer), as the case may be; provided, however, that no such notification (A) the delivery of any notice pursuant to this Section 7.3(a) shall not limit or otherwise affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; other Party, and provided(B) disclosure by Seller shall not be deemed to amend or supplement the Seller Disclosure Schedule or prevent or cure any misrepresentation, further, that the terms and conditions breach of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a)warranty or breach of covenant. (b) At all times during Notwithstanding anything to the period commencing with the execution and delivery contrary herein, neither Party’s failure to give notice of this Agreement and continuing until the earlier any occurrence as required pursuant to occur Section 7.3(a) shall be (i) deemed to be a breach of the termination covenant contained in Section 7.3(a), but instead shall (if applicable) constitute only a breach of this Agreement pursuant to Article VII and the Effective Timeapplicable underlying representation, Parent shall give prompt notice to the Company upon becoming aware that any representation warranty, covenant or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respectagreement, or of any failure of Parent or Merger Sub to comply with or satisfy (ii) taken into account in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of determining whether the conditions to Closing set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b)Article IX have been satisfied.

Notification of Certain Matters. (a) At all times during From the period commencing with Agreement Date and ending at the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Transfer Time, the Company Merck Serono shall give prompt written notice to Parent upon becoming aware that BioMarin of (i) the occurrence or non-occurrence of any change, condition or event the occurrence or non-occurrence of which would render any representation made by it or warranty of Merck Serono contained in this Agreement has become Agreement, if made on or immediately following the date of such event, untrue or inaccurate in any material respect, or of (ii) any failure of the Company Merck Serono or any of its Affiliates to comply with or satisfy in any material respect with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it under this Agreementhereunder, (iii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in each case such that it would result in a failure connection with the consummation of the conditions set forth in Section 6.2(a) or Section 6.2(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available (iv) any Proceeding pending or, to Merck Serono’s knowledge, threatened against a Party relating to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to transactions contemplated by this Section 5.13(a)Agreement. (b) At all times during From the period commencing with Agreement Date and ending at the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Transfer Time, Parent BioMarin shall give prompt written notice to Merck Serono of (i) the Company upon becoming aware that occurrence or non-occurrence of any change, condition or event the occurrence or non-occurrence of which would render any representation or warranty made by Parent or Merger Sub of BioMarin contained in this Agreement has become Agreement, if made on or immediately following the date of such event, untrue or inaccurate in any material respect, or of (ii) any failure of Parent BioMarin or Merger Sub any of its Affiliates to comply with or satisfy in any material respect with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it under this Agreementhereunder, (iii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in each case such that it would result in a failure connection with the consummation of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available (v) any Proceeding pending or, to BioMarin’s knowledge, threatened against a Party relating to the parties hereunder; and providedtransactions contemplated by this Agreement. No such notice, further, that the terms and conditions of the Confidentiality Agreement shall apply to nor any information provided obtained therefrom, under this section 6.04(b) shall be deemed to cure any breach of any representation or warranty made in this Agreement, the Company compliance with any covenant set forth herein or any rights to indemnification pursuant to section 8.01 of this Section 5.13(b)Agreement.

Notification of Certain Matters. (a) At all times during From the period commencing with the execution and delivery of this Agreement and continuing Date until the earlier to occur of the termination of this Agreement pursuant to Article VII in accordance with its terms and the First Effective Time, the Company shall give prompt notice to Parent, and Parent upon becoming aware shall give prompt notice to the Company, of (a) any written notice or other communication received by such party from any Governmental Authority in connection with the Mergers or other transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with the Mergers or the other transactions contemplated by this Agreement, (b) any actions, suits, claims, known investigations or other Legal Proceedings commenced or, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or its subsidiaries which relate to the Mergers or the other transactions contemplated by this Agreement, (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, has caused any representation or warranty made by it such party contained in this Agreement has become to be untrue or inaccurate such that the condition set forth in any material respectSection 8.2(a) or Section 8.3(a) would not be satisfied at Closing, or of and (d) any failure of the Company such party to comply with or satisfy in any material respect any covenant, condition covenant or agreement to be complied with or satisfied by it under this Agreement, in each case hereunder such that it would result in a failure of the conditions condition set forth in Section 6.2(a8.2(b) or Section 6.2(b); provided8.3(b) would not be satisfied in all material respects at Closing. For the avoidance of doubt, howeverthe delivery of any notice pursuant to this Section 7.3 shall not (i) cure any breach of, that no such notification shall affect or be deemed to modify non-compliance with, any representation or warranty other provision of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or Agreement, (ii) limit the remedies available to the parties hereunder; and provided, further, party receiving such notice (except that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure new event, condition, fact or circumstance that occurs after the Agreement Date shall exempt the Escrowed Holders from claims based on fraud or intentional misrepresentation related to such new events, conditions, facts or circumstances), (iii) constitute an acknowledgment or admission of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under breach of this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.3(aor (iv) or Section 6.3(b); provided, however, that no such notification shall affect or will be deemed to modify any representation amend or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of supplement the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b).Disclosure Schedule. 7.4

Notification of Certain Matters. During the Pre-Closing Period, each Party shall promptly notify the other Party of (a) At all times during the period commencing any notice or other communication in connection with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, the Company shall give prompt notice to Parent upon becoming aware that any representation made transactions contemplated by it in this Agreement has become untrue or inaccurate in any material respect, or of any failure of the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, ; (b) any notice from any Person alleging that the Consent of such Person is or may be required in each case such that it would result in a failure of the conditions set forth in Section 6.2(a) or Section 6.2(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate connection with the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions any of the Confidentiality Agreement shall apply to Ancillary Agreements; (c) any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during the period commencing Legal Proceeding commenced or threatened against such Party in connection with the execution and delivery of transactions contemplated by this Agreement and continuing until the earlier to occur or any of the termination Ancillary Agreements; (d) the occurrence of this Agreement pursuant any event that would reasonably be expected to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that cause any representation or warranty made by Parent or Merger Sub of such Party contained in this Agreement has become to be untrue or inaccurate in any material respect, at or of prior to the Closing; or (e) any failure of Parent or Merger Sub such Party to comply with any of its covenants or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b)agreements hereunder; provided, however, that no the delivery of any notice by such notification Party and the information or knowledge obtained by the other Party pursuant to this Section 6.4 shall not (i) affect or be deemed to affect or modify any representation representation, warranty, covenant or warranty of Parent or Merger Sub set forth in this Agreement or agreement contained herein, the conditions to the obligations of the Company Parties to consummate the transactions contemplated Closing in Article 8 or otherwise prejudice in any way the rights and remedies of the other Party hereunder, including pursuant to Article 10, (ii) be deemed to affect or modify the other Party’s reliance on the representations, warranties, covenants and agreements made by such Party in this Agreement or (iii) be deemed to amend or supplement the remedies available to the parties hereunder; and providedDisclosure Schedules of such Party or prevent or cure any misrepresentation, further, that the terms and conditions breach of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b)warranty or breach of covenant by such Party.

Notification of Certain Matters. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, the The Company shall give prompt notice to Parent, and Parent upon becoming aware shall give prompt notice to the Company, of (a) any notice or other communication received by such party from any Governmental Authority in connection with the Transactions or from any Person alleging that the consent of such Person is or may be required in connection with the Transactions, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, (b) any actions, suits, claims, investigations or proceedings commenced or, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Transactions, (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause any representation or warranty made by it such party contained in this Agreement has become (i) that is qualified as to materiality or Material Adverse Effect to be untrue or inaccurate and (ii) that is not so qualified to be untrue in any material respect, or of and (d) any material failure of the Company such party to comply with or satisfy in any material respect any covenant, condition covenant or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.2(a) or Section 6.2(b)hereunder; provided, however, that no such notification the delivery of any notice pursuant to this Section 5.8 shall affect not (x) cure any breach of, or be deemed to modify non-compliance with, any representation or warranty other provision of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or (y) limit the remedies available to the parties hereunderparty receiving such notice; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any a failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in Section 5.8 shall not constitute a failure breach of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions failure of any condition set forth in Article VI to be satisfied unless the obligations underlying fact, circumstance or failure would independently result in the failure of the Company a condition set forth in Article VI to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b)be satisfied.

Notification of Certain Matters. (a) At all times during the period commencing Company shall promptly notify Parent, and Parent shall promptly notify Company, of (a) any notice or other communication received by such party from any Governmental Entity in connection with the execution and delivery Merger or the other transactions contemplated hereby or from any Person alleging in writing that the consent of this Agreement and continuing until such Person is or may be required in connection with the earlier Merger or the other transactions contemplated hereby, (b) any Action commenced or, to occur the knowledge of the termination Company or Parent, as applicable, threatened against, relating to or involving or otherwise affecting such party or any of this Agreement pursuant its Subsidiaries which relate to Article VII and the Effective TimeMerger or the other transactions contemplated hereby, the Company shall give prompt notice or (c) any change, condition or event (i) that renders or would reasonably be expected to Parent upon becoming aware that render any representation made by it or warranty of such party or any of its Subsidiaries set forth in this Agreement has become to be untrue or inaccurate to an extent such that the condition set forth in any material respectSection 6.2(a), as to Company, or of Section 6.3(a), as to Parent, would not be satisfied if the Closing were to then occur or (ii) that results or would reasonably be expected to result in any failure of the Company such party or any of its Subsidiaries to comply with or satisfy in any material respect any covenant, condition or agreement (including any condition set forth in Article VI) to be complied with or satisfied by it under this Agreement, in each case such party or any of its Subsidiaries to an extent such that it would result in a failure of the conditions condition set forth in Section 6.2(a) 6.2(b), as to Company, or Section 6.2(b6.3(b), as to Parent, would not be satisfied if the Closing were to then occur; provided, however, that no such notification notification, nor any failure to make such notification, shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement representations, warranties, covenants, rights or remedies, or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to of, the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b).

Notification of Certain Matters. (a) At all times during From and after the period commencing with the execution and delivery date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, each party hereto shall promptly notify the Company shall give prompt notice other parties hereto of: (a) the occurrence, or non-occurrence, of any event the occurrence or non-occurrence of which would be reasonably likely to Parent upon becoming aware that cause any (i) representation made by it or warranty contained in this Agreement has become to be untrue or inaccurate in any material respect, respect or (ii) any covenant or any condition to the obligations of any party to effect the Merger not to be complied with or satisfied; (b) the failure of the Company any party hereto to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under pursuant to this Agreement; (c) the receipt of 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; (d) the receipt of any notice or other communication from any Governmental Authority in connection with the Transactions; and (e) any actions, suits, claims, investigations or proceedings commenced or, to the knowledge of the party, threatened against, relating to or involving or otherwise affecting the Company or Merger Sub, which relates to the consummation of the Transactions; in each case case, to the extent such that it would result in a failure of event or circumstance is or becomes known to the conditions set forth in Section 6.2(a) or Section 6.2(b)party required to give such notice; provided, however, that no such notification the delivery of any notice pursuant to this Section 7.07 32 38 shall affect or not be deemed to modify be an amendment of this Agreement or any Section in the Company Disclosure Schedule and shall not cure any breach of any representation or warranty requiring disclosure of the Company set forth in this Agreement or the conditions such matter prior to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution and delivery date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b).

Notification of Certain Matters. Calpine and the Calpine Transaction Parties, on the one hand, and Bear Stearns and CalBear, on the other hand, shall promptly following k▇▇▇▇▇▇▇e thereof give notice to each other of (a) At all times during the period commencing with the execution and delivery occurrence, or failure to occur, of this Agreement and continuing until the earlier any event, which occurrence or failure could reasonably be expected to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, the Company shall give prompt notice to Parent upon becoming aware that cause any representation made by it or warranty of such Party or any of its Affiliates contained in this Agreement has become or in any exhibit, schedule, certificate, document or written instrument attached hereto to be untrue or inaccurate in any material respect, (b) any Material Adverse Change with respect to such Party or its Assets or the businesses of such Party, or any development that occurs before the Effective Date (including the commencement of any proceeding relating to the Bankruptcy of any such Party) that has a Material Adverse Effect with respect to such Party or its Assets or business, (c) any Bankruptcy of such Party or any of its Significant Subsidiaries, (d) the failure of the Company by such Party to comply with or satisfy in perform any material respect any covenant, condition covenant or agreement to be complied with or satisfied by it under this Agreement, in each case of such that it would result in a failure of the conditions set forth in Section 6.2(a) or Section 6.2(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of the Company Party set forth in this Agreement or any other Transaction Document, which failure constitutes a material breach of this Agreement or such other Transaction Document; provided that any breach of this clause (d) shall be deemed to be cured upon the conditions cure of the underlying failure to perform, (e) any material notice or other written communication from any Person alleging that the obligations consent of Parent and Merger Sub to consummate such Person is or may be required in connection with the execution, delivery or performance of this Agreement, any Transaction Document or the transactions contemplated by this Agreement or the remedies available to the parties hereunder; herein and providedtherein, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a). (bf) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, notice or of other written communication from any failure of Parent or Merger Sub to comply Governmental Authority in connection with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of any Transaction Document or the conditions set forth in Section 6.3(a) or Section 6.3(b)transactions contemplated herein and therein; provided, howeverin each case, that no such notification disclosure shall affect or not be deemed to modify cure, or to relieve any representation Party of any Liability or warranty obligation with respect to, any breach of Parent or Merger Sub set forth in this Agreement failure to satisfy any representation, warranty, covenant or the conditions agreement or to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties satisfy any condition hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b).

Notification of Certain Matters. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier Prior to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, the Company shall give prompt notice to Parent upon becoming aware that any representation made by it in this Agreement has become untrue or inaccurate in any material respect, or of any failure of the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.2(a) or Section 6.2(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company, and the Company upon becoming aware that shall give prompt notice to Parent, of (a) the occurrence, or failure to occur, of any event, which occurrence or failure to occur that, to Parent’s Knowledge or the Company’s Knowledge, as applicable, is reasonably likely to cause any representation or warranty made by Parent or Merger Sub of such party contained in this Agreement has become to be untrue or inaccurate in any respect that would reasonably give rise to a failure of a condition to Closing in Section 7.2(a) or Section 7.3(a), as applicable, in each case at any time from and after the date of this Agreement until the Effective Time, (b) any material respectfailure of Parent and Merger Sub or the Company, as the case may be, or of any failure of Parent officer, director, employee or Merger Sub agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement that would reasonably give rise to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth a condition to Closing in Section 6.3(a7.2(b) or Section 6.3(b7.3(b); provided, howeveras applicable, (c) any material notice or other communication received by such party from any Governmental Entity in connection with the Transaction or from any Person alleging that no the consent of such notification shall Person is or may be required in connection with the Transaction, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent and (d) any actions, suits, claims, or proceedings commenced or, to the Company’s Knowledge or Parent’s Knowledge, as applicable, threatened against, such party or its Affiliates which relate to the Transaction. Notwithstanding the above, the delivery of any notice pursuant to this Section 6.10 will not limit or otherwise affect or be deemed the remedies available hereunder to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement the party receiving such notice or the conditions to the obligations of the Company such party’s obligation to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b)Merger.

Notification of Certain Matters. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the (1) termination of this Agreement pursuant to Article VII and (2) the Effective Time, (A) the Company shall give prompt notice to Parent upon becoming aware that and Merger Sub, and Parent and Merger Sub shall give prompt notice to the Company, of (a) any representation made notice or other communication received by it such party from any Governmental Entity in connection with this Agreement has become untrue or inaccurate in any material respectthe Merger, or from any Person alleging that the consent of any such Person is or may be required in connection with the Transactions, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent and (b) any Transaction Litigation, (B) the Company shall give prompt notice to Parent and Merger Sub of (i) any change, condition, circumstance or event (including any renewal, termination, or amendment of, or any proposed modification to, any Material Contract) that results or could reasonably be expected to result in the Company failing to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions (including any condition set forth in Section 6.2(a) or Section 6.2(bArticle VI); providedor (ii) the discovery of any fact or circumstance that, howeveror the occurrence or non-occurrence of any event which, that no such notification shall affect would cause or be deemed to modify result in any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations Merger set forth in Article VI not being satisfied or satisfaction of those conditions being materially delayed and (C) Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall will give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of by Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under pursuant to this Agreement, in each case if and only to the extent that such that it untruth, inaccuracy or failure would result in a failure reasonably be expected to cause any of the conditions to the obligations of the Company to consummate the Merger set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such ) to fail to be satisfied at the Closing. No notification shall under this Section 5.9 will affect or be deemed to modify any representation or warranty of Parent or Parent, Merger Sub or the Company set forth in this Agreement or the conditions to the obligations of the Company parties hereto to consummate the transactions contemplated by this Agreement Merger or the remedies available to the parties hereunder; and provided, further, that the hereto under this Agreement. The terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company Parent, Merger Sub or Company, as applicable, pursuant to this Section 5.13(b)5.9. Section 5.10.

Notification of Certain Matters. (a) At all times during Prior to Completion, the period commencing with C&C Parties shall promptly notify Total Produce in writing of (i) to the execution and delivery C&C Parties’ Knowledge, any breach of this Agreement and continuing until the earlier to occur any of the termination representations, warranties, covenants or agreements of this Agreement pursuant to Article VII and the Effective Time, the Company shall give prompt notice to Parent upon becoming aware C&C Parties contained herein such that any representation made by it in this Agreement has become untrue or inaccurate in any material respect, or of any failure of the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth contained in Section 6.2(aClause 9 would not be satisfied, (ii) any notice or Section 6.2(b); provided, however, other communication from any Person received by any C&C Party alleging that no the consent of such notification shall affect Person is or may be deemed to modify any representation or warranty required in connection with the consummation of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or any of the remedies available Ancillary Agreements or (iii) any Proceeding pending or, to the parties hereunder; and providedC&C Parties’ Knowledge, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub threatened in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in writing against a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement Party or the conditions Parties relating to the obligations of the Company to consummate the transactions contemplated by this Agreement or any of the remedies available Ancillary Agreements. (b) Prior to Completion, DFC Holdings shall promptly notify each of Total Produce and the C&C Parties in writing of (i) to DFC Holdings’ Knowledge, any breach of any of the representations, warranties, covenants or agreements of DFC Holdings contained herein such that any of the conditions contained in Clause 9 would not be satisfied, (ii) any notice or other communication from any Person received by any ▇▇▇▇ Group Company alleging that the consent of such Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement or any of the Ancillary Agreements or (iii) any Proceeding pending or, to DFC Holdings’ Knowledge, threatened in writing against a Party or the Parties relating to the parties hereunder; and providedtransactions contemplated by this Agreement or any of the Ancillary Agreements. (c) Prior to Completion, furtherthe Total Produce Parties shall promptly notify the C&C Parties in writing of (i) to Total Produce’s Knowledge, any breach of any of the representations, warranties, covenants or agreements of the Total Produce Parties contained herein such that any of the conditions contained in Clause 9 would not be satisfied, (ii) any notice or other communication from any Person received by any Total Produce Party alleging that the terms and conditions consent of such Person is or may be required in connection with the consummation of the Confidentiality transactions contemplated by this Agreement shall apply or any of the Ancillary Agreements or (iii) any Proceeding pending or, to any information provided Total Produce’s Knowledge, threatened in writing against a Party or the Parties relating to the Company pursuant to transactions contemplated by this Section 5.13(b)Agreement or any of the Ancillary Agreements.

Notification of Certain Matters. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII The Purchaser and the Effective TimePurchaser Sub, on the Company shall give prompt notice to Parent upon becoming aware that any representation made by it in this Agreement has become untrue or inaccurate in any material respectone hand, or of any failure of the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.2(a) or Section 6.2(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective TimeSeller, Parent on the other hand, shall give prompt notice to the Company upon becoming aware that any representation other of (a) the occurrence or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or its knowledge of any failure event or condition that would cause any of Parent its representations or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub warranties set forth in this Agreement not to be true and correct in all material respects as of the date of this Agreement or as of the conditions Effective Time (except as to any representation or warranty which specifically relates to an earlier date), or any of its obligations set forth in this Agreement required to be performed at or prior to the obligations Effective Time not to be performed in all material respects at or prior to the Effective Time (any such notice, a "Supplemental Disclosure Schedule "), including without limitation, any event, condition, change or occurrence which individually or in the aggregate has, or which, so far as reasonably can be foreseen at the time of its occurrence, is reasonably likely to result in a Material Adverse Effect on it; and (b) any action of a third party of which it receives notice that might reasonably be expected to prevent or materially delay the consummation of the Company to consummate transactions contemplated hereby, including, without limitation, any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or Agreement. Any Supplemental Disclosure Schedule given by the remedies available Seller to the parties hereunderPurchaser shall be deemed to amend the Disclosure Schedule and, unless the Purchaser, by written notice to the Seller given within fifteen (15) business days of its receipt of such Supplemental Disclosure Schedule, exercises any right of termination it may then have under Section 6.1(b), the Purchaser shall thereafter be deemed to have permanently and irrevocably waived (on behalf of itself and its Subsidiaries) (i) any right of termination (or any other rights or remedies) arising out of or with respect to the events or conditions described in such Supplemental Disclosure Schedule; and (ii) any contribution of such events or conditions towards the occurrence of a Material Adverse Effect; provided, further, that the terms and conditions of the Confidentiality Agreement no such waiver shall apply to any information provided exist with respect to the Company pursuant to this Section 5.13(b)cumulation of such events or conditions with any other events or conditions described in any subsequent Supplemental Disclosure Schedule for purposes of determining the occurrence of a Material Adverse Effect.

Notification of Certain Matters. The Company and Parent (on behalf of itself and Merger Sub) shall promptly notify each other of (a) At all times during the period commencing any notice or other communication received by such party or its Representatives from any Governmental Entity in connection with the execution and delivery Merger or the other transactions contemplated hereby or from any Person alleging that the consent of this Agreement and continuing until such Person is or may be required in connection with the earlier Merger or the other transactions contemplated hereby, if the subject matter of such communication could be material to occur the Company, the Surviving Corporation, Parent, Merger Sub or the prompt consummation of the termination transactions contemplated hereby, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of this Agreement pursuant its Subsidiaries which relates to or is reasonably expected to affect the prompt consummation of the Merger or the other transactions contemplated hereby, (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, has caused or would cause or result in any of the conditions to the Merger set forth in Article VII and not being satisfied or satisfaction of those conditions being materially delayed, (d) the Effective Timeoccurrence or non-occurrence of any event, change, development, circumstance, occurrence, state of facts or effect, individually or in the Company shall give prompt notice aggregate, that has caused or is reasonably likely to Parent upon becoming aware that cause any representation made by it or warranty contained in this Agreement has become of such party to be untrue or inaccurate in any material respect, or of (e) any material failure of the Company Company, Merger Sub or Parent, as the case may be, or any officer, director, employee, agent or Representative of the Company, Merger Sub or Parent, as applicable, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.2(a) or Section 6.2(b); provided, however, that no such notification the delivery of any notice pursuant to this Section 6.9 shall affect not (i) cure any breach of, or be deemed to modify non-compliance with, any representation or warranty other provision of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or (ii) limit the remedies available to the parties hereunderparty receiving such notice; and provided, provided further, that the terms and conditions of the Confidentiality Agreement shall apply failure to any information provided to Parent give prompt notice pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent 6.9 shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in not constitute a failure of a condition to the conditions Merger set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions Article VII except to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, extent that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b)underlying fact or circumstance not so notified would, standing alone, constitute such a failure.

Notification of Certain Matters. During the Pre-Closing Period, each of the Company and Purchaser shall give immediate notice to the other if any of the following occurs: (a) At all times during receipt of any notice of, or other communication relating to, a default, or event which with notice or lapse of time or both would become a default, under any Material Contract; (b) receipt of any notice or other communication in writing from any Person alleging that the period commencing consent of such Person is or may be required in connection with the execution and delivery of transactions contemplated by this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, the Company shall give prompt notice to Parent upon becoming aware that any representation made by it in this Agreement has become untrue or inaccurate in any material respect, or Agreement; (c) receipt of any failure notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement; (d) the occurrence or non-occurrence of the Company any fact or event which could reasonably be expected to comply with or satisfy in any material respect cause any covenant, condition or agreement hereunder not to be complied with or satisfied satisfied; (e) the commencement or threat of any action involving or affecting the Company, any Company Subsidiary or any of their properties or assets; (f) the occurrence or non-occurrence of any fact or event that causes or is reasonably likely to cause a breach by it under the Company, a Shareholder or Purchaser of any provision of this Agreement applicable to it; (g) the occurrence of any fact or event of which such party becomes aware that results in the inaccuracy in any representation or warranty of or relating to such party in this Agreement; and (h) the occurrence of any event that, in each case such that had it occurred prior to the date of this Agreement without any additional disclosure hereunder, would result in have constituted a failure Material Adverse Effect of the conditions set forth in Section 6.2(a) Company or Section 6.2(b)Purchaser; provided, however, that no such notification the delivery of any notice by any party pursuant to this provision shall affect or be deemed to not modify any representation or warranty of such party, cure any breaches thereof or limit or otherwise affect the Company set forth in this Agreement rights or the conditions remedies available hereunder to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the other parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no party receiving such notification information to take any action with respect to such notice shall affect or not be deemed to modify a waiver of any representation breach or warranty of Parent or Merger Sub set forth in this Agreement or the conditions breaches to the obligations representations or warranties of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b)party disclosing such information.

Notification of Certain Matters. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, the Company Celldex shall give prompt notice to Parent upon becoming aware that AVANT, and AVANT shall give prompt notice to Celldex, of (i) the occurrence, or non-occurrence, of any event or inaccuracy of any representation made by it or warranty contained in this Agreement has become untrue in either case that, individually or inaccurate in the aggregate, would reasonably be expected to cause any material respect, or condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement not to be satisfied, (ii) the failure of the Company such party to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under pursuant to this Agreement which, individually or in the aggregate, would reasonably be expected to result in any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement not to be satisfied or (iii) any actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against or involving or otherwise affecting AVANT or Celldex that, if pending on the date of this Agreement, in each case such would have been required to have been disclosed pursuant to this Agreement or that it would result in a failure relate to the consummation of the conditions set forth in Section 6.2(a) or Section 6.2(b)transactions contemplated by this Agreement; provided, however, that no such notification the delivery of any notice pursuant to this Section shall not limit or otherwise affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions remedies available hereunder to the obligations party receiving such notice; and provided, further, that failure to give such notice shall not be treated as a breach of Parent covenant for the purposes of Sections 6.2(a) and 6.2(b) and 6.3(a) and 6.3(b) unless the failure to give such notice results in material prejudice to the other party. (b) Each of Celldex and AVANT shall give prompt notice to the 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 Merger Sub or other transactions contemplated by this Agreement; (ii) any notice or other communication from any Governmental Authority in connection with the Merger or other transactions contemplated by this Agreement; (iii) any litigation relating to or involving or otherwise affecting Celldex, its subsidiaries or AVANT that relates to the Merger or other transactions contemplated by this Agreement; (iv) the occurrence of a default or event that, with notice or lapse of time or both, is reasonably likely to become a default under a Celldex Contract; and (v) any change that would be considered reasonably likely to result in a Material Adverse Effect, or is likely to impair in any material respect the ability of either Celldex or AVANT to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a)Agreement. (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b).

Notification of Certain Matters. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, the Company Each Shareholder shall give prompt notice to Parent upon becoming aware Buyers of (i) any fact, event or circumstance known to it that any representation made by individually or taken together with all other facts, events and circumstances known to it has had or is reasonably likely to have, individually or in this Agreement has become untrue the aggregate, a material adverse effect on the condition (financial or inaccurate in any material respectotherwise), operations, prospects or results of operations of the Acquired Company and Atiam, or that would cause or constitute a breach of any of its representations, warranties, covenants or agreements contained herein, (ii) any fact, event or circumstance known to it that individually or taken together with all other facts, events and circumstances known to it has had or is reasonably likely to result in the failure of any condition precedent to Buyers’ obligations hereunder, (iii) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the Merger, (iv) any notice or other communication from any Governmental Entity in connection with the Merger, or (v) any Actions commenced relating to any Shareholder, the Acquired Company to comply with or satisfy in any material respect any covenantAtiam that, condition or agreement to be complied with or satisfied by it under if pending on the date of this Agreement, in each case such that it would result in a failure of the conditions set forth in have been required to have been disclosed pursuant to Section 6.2(a) or Section 6.2(b)3.16; provided, provided however, that no such notification shall affect or be deemed to modify the delivery of any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent notice pursuant to this Section 5.13(a). (b) At all times during 5.7 shall not limit or otherwise affect any remedies available to Buyers or prevent or cure any misrepresentations, breach of warranty or breach of covenant. Without limiting the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Timeforegoing, Parent shall give prompt notice prior to the Closing the Acquired Company upon becoming aware that and Shareholders shall promptly disclose to Buyer in writing any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions information set forth in Section 6.3(a) or Section 6.3(b); provided, however, the Disclosure Schedule which has become inaccurate and any information of the nature of that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions Disclosure Schedule which arises after the date hereof and which would have been required to be included in the obligations of Disclosure Schedule if such information had existed on the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b)date hereof.

Notification of Certain Matters. (a) At all times during During the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur Pre-Closing Period, each of the termination of this Agreement pursuant to Article VII and the Effective Time, the Company Parties shall give prompt notice to Parent upon becoming aware that any representation made by it in this Agreement has become untrue the other Parties if such Party or inaccurate in any material respect, or of any failure of the Company its Affiliates: (a) fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under or its Affiliates hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Entity) alleging (i) that the consent, approval, waiver or filing of such third party is or may be required in connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates; (c) receives any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement; or (d) becomes aware of the commencement or threat, in each case writing, of any action against such Party or any of its Affiliates, or any of their respective properties or assets, or, to the knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached. (b) During the Pre-Closing Period, the Company shall disclose to the Buyer in writing any development, fact or circumstance of which the Company has Knowledge, arising before or after the Effective Date, that it would cause or would reasonably be expected to result in a the failure of the conditions set forth in Section 6.2(a8.1(a) or Section 6.2(b); provided, however, that no such notification shall affect or 8.1(b) to be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a)satisfied. (bc) At all times during During the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective TimePre-Closing Period, Parent Buyer shall give prompt notice disclose to the Company upon becoming aware in writing any development, fact or circumstance of which the Buyer has Knowledge, arising before or after the Effective Date, that any representation would cause or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub would reasonably be expected to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a the failure of the conditions set forth in Section 6.3(a8.1(a) or Section 6.3(b); provided, however, that no such notification shall affect or 8.1(c) to be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b)satisfied.

Notification of Certain Matters. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, the The Company shall give prompt notice to Parent upon becoming aware that of: (i) the occurrence or non-occurrence of any event, which occurrence or non-occurrence is likely to cause any representation made by it or warranty of the Company contained in this Agreement has become to be materially untrue or inaccurate in any material respect, at or of prior to the Effective Time; and (ii) any failure of the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.2(a) or Section 6.2(b)hereunder; provided, however, that no such notification the delivery of any notice pursuant to this Section 6.5 shall not: (a) limit or otherwise affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunderparty receiving such notice; and provided, further, that or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent Company pursuant to this Section 5.13(a). (b) At all times during 6.5 shall be deemed to amend or supplement the period commencing with the execution Disclosure Letter or prevent or cure any misrepresentations, breach of warranty or breach of covenant. The Company shall give prompt notice to Parent, and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company, of: (i) any notice or other communication received by such party (or any of its Subsidiaries, as applicable) from any Governmental Entity in connection with the transactions contemplated hereunder or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereunder, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company upon becoming aware that and/or any of its Subsidiaries, or Parent; (ii) any actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries, as applicable, which relate to the transactions contemplated hereunder; (iii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause any representation or warranty made by Parent or Merger Sub such party contained in this Agreement has become Agreement: (A) that is qualified as to materiality or Material Adverse Effect to be untrue; and (B) that is not so qualified to be untrue or inaccurate in any material respect, or of ; and (iv) any material failure of Parent or Merger Sub such party to comply with or satisfy in any material respect any covenant, condition covenant or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b)hereunder; provided, however, that no such notification the delivery of any notice pursuant to this Section 6.5 shall affect not: (x) cure any breach of, or be deemed to modify non-compliance with, any representation other provision of this Agreement; or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or (y) limit the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b)party receiving such notice.

Notification of Certain Matters. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, the Company ▇▇▇▇▇▇ shall give prompt notice to Parent upon becoming aware that Apogent and Apogent shall give prompt notice to ▇▇▇▇▇▇, as the case may be, of the occurrence, or failure to occur, of any event, which occurrence or failure to occur would reasonably be expected to cause (a)(i) any representation made by it or warranty of such party contained in this Agreement has become that is qualified as to "materiality" or "Material Adverse Effect" to be untrue or inaccurate in any respect or (ii) any other representation or warranty of such party contained in this Agreement that is not qualified as to "materiality" or "Material Adverse Effect" to be untrue or inaccurate in any material respect, in each case at any time from and after the date of this Agreement until the Effective Time, or of (b) any material failure of ▇▇▇▇▇▇ and the Company Merger Sub or Apogent, as the case may be, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement. In addition, in each ▇▇▇▇▇▇ shall give prompt notice to Apogent and Apogent shall give prompt notice to ▇▇▇▇▇▇, as the case may be, of any change or event having, or which would reasonably be expected to have, a Material Adverse Effect on such that it party and its Subsidiaries, taken as a whole, or which would reasonably be expected to result in a the failure of any of the conditions set forth in Article VI to be satisfied. Notwithstanding the above, the delivery of any notice pursuant to this Section 6.2(a) 5.14 will not limit or Section 6.2(b); provided, however, that no otherwise affect the remedies available hereunder to the party receiving such notification shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement notice or the conditions to the obligations of Parent and Merger Sub such party's obligation to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a)Merger. (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b).

Notification of Certain Matters. (a) At all times during During the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective TimePre-Closing Period, the Company Group shall give prompt notice disclose to Parent upon becoming aware that in writing any representation made by development, fact or circumstance of which it in this Agreement has become untrue or inaccurate in any material respect, Knowledge or of which it receives a written notice or other written communication from a third party (including any failure Governmental Entity), arising before or after the date of the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would cause or would reasonably be expected to result in a the failure of any of the conditions set forth in Section 6.2(a) 2.6 or Section 6.2(b)2.7 to be satisfied; provided, however, provided that no such notification disclosure shall affect or be deemed to modify not (x) cure any representation or warranty breach of the Company Group’s representations and warranties set forth in Article III or failure of the Company Group to comply with or perform any of its covenants or obligations set forth in this Agreement or (y) be deemed to be an acknowledgement or admission by the Company Group regarding whether or not any of the conditions to the obligations Closing have been satisfied or in determining whether or not any of Parent and Merger Sub to consummate the transactions contemplated by representations, warranties or covenants contained in this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a)have been breached. (b) At all times during During the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective TimePre-Closing Period, Parent shall give prompt notice disclose to the Company upon becoming aware that Group in writing any representation development, fact or warranty made by circumstance of which Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, Knowledge or of which it receives a written notice or other written communication from a third party (including any failure Governmental Entity), arising before or after the date of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would cause or would reasonably be expected to result in a the failure of any of the conditions set forth in Section 6.3(a) 2.6 or Section 6.3(b)2.8 to be satisfied; provided, however, provided that no such notification disclosure shall affect not (x) cure any breach of Parent’s representations and warranties set forth in Article IV or be deemed to modify any representation or warranty failure of Parent to comply with or Merger Sub perform any of its covenants or obligations set forth in this Agreement or (y) be deemed to be an acknowledgement or admission by Parent regarding whether or not any of the conditions to the obligations Closing have been satisfied or in determining whether or not any of the Company to consummate the transactions contemplated by representations, warranties or covenants contained in this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b)have been breached.

Notification of Certain Matters. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur Each of the termination of this Agreement pursuant to Article VII Company and the Effective Time, the Company Selling Members shall give prompt notice to Parent upon becoming aware that Purchaser of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which would reasonably be expected to cause any representation made by it or warranty of the Company and/or the Selling Members set forth in this Agreement has become to be untrue or inaccurate in any material respectat or prior to the Effective Time, or of (ii) any failure of the Company or the Selling Members to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreementhereunder, in each case such and (iii) any other event, condition, fact or circumstance that it would result in a failure make the timely satisfaction of any of the conditions set forth in Section 6.2(a) Article 6 impossible or Section 6.2(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a)unlikely. (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent Purchaser shall give prompt notice to the Company upon becoming aware that of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which would reasonably be expected to cause any representation or warranty made by Parent or Merger Sub of Purchaser set forth in this Agreement has become to be untrue or inaccurate in any material respectat or prior to the Effective Time, or of (ii) any failure of Parent or Merger Sub Purchaser to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreementhereunder, in each case such and (iii) any other event, condition, fact or circumstance that it would result in a failure make the timely satisfaction of any of the conditions set forth in Article 6 impossible or unlikely. (c) The delivery of any notice pursuant to this Section 6.3(a5.2 shall not (i) limit or otherwise affect any remedies otherwise available to any party, or (ii) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by any party pursuant to this Section 6.3(b); provided, however, that no such notification 5.2 shall affect or be deemed to modify modify, amend or supplement any representation or warranty of Parent or Merger Sub set forth in this Agreement herein, the Disclosure Schedule or the conditions to the obligations of the Company parties to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that hereby in accordance with the terms and conditions of the Confidentiality Agreement shall apply hereof, or limit any right to any information indemnification provided to the Company pursuant to this Section 5.13(b)herein.

Notification of Certain Matters. (a) At all times during During the period commencing with from the execution and delivery date of this Agreement and continuing until to the earlier to occur of the (x) termination of this Agreement pursuant to Article VII in accordance with Section 8.1, and the Effective Time(y) Closing, the Company shall give prompt notice to Parent upon becoming aware that any representation made by it in this Agreement has become untrue or inaccurate in any material respect, or of any failure of the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.2(a) or Section 6.2(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent Party shall give prompt notice to the Company upon becoming other Parties if such Party or its Affiliates: (a) receives any notice or other communication in writing from any third party (including any Governmental Entity) alleging: (i) that the consent of such third party is or may be required in connection with the Transactions; or (ii) any non-compliance with any Law by such Party or its Affiliates; (b) receives any notice or other communication from any Governmental Entity in connection with the Transactions; or (c) becomes aware that of the commencement or threat of any representation Action against such Party or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respectof its Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any failure officer, director, partner, member or manager of Parent such Party or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreementof its Affiliates, in each case case, in such that it would result in a failure Person’s capacity as such, with respect to the consummation of the conditions set forth in Section 6.3(aTransactions. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not: (x) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations Closing have been satisfied; or (y) any of the Company to consummate the transactions contemplated by representations, warranties or covenants contained in this Agreement have been breached. If prior to the Closing a third party brings, or to any Party’s Knowledge, threatens any litigation related to this Agreement, any Ancillary Agreements or the remedies available Transactions, against such Party, or the board of directors (or similar governing body) of such Party or its Subsidiaries, such Party shall promptly notify the other Party of any such litigation and keep the other Party reasonably informed with respect to the parties hereunder; status of any such litigation. Each Party shall provide the other Party the opportunity to participate in (subject to a customary joint defense agreement), but not control, the defense of any such litigation, and provided, further, that shall in good faith give due consideration to the terms and conditions other Party’s advice with respect to such litigation. No Party shall settle or agree to settle any such litigation without the prior written consent of the Confidentiality Agreement shall apply other Party, such consent not to any information provided to the Company pursuant to this Section 5.13(b)be unreasonably withheld, conditioned or delayed.

Notification of Certain Matters. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier Prior to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, the Company shall give prompt notice to Parent upon becoming aware that any representation made by it in this Agreement has become untrue or inaccurate in any material respect, or of any failure of the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.2(a) or Section 6.2(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company, and the Company upon becoming aware that shall give prompt notice to Parent, of (a) any representation notice or warranty made other communication received by Parent or Merger Sub such party from any Governmental Authority in connection with this Agreement or the Merger Transactions or from any Person alleging that the consent of such Person is or may be required in connection with the Merger Transactions, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, (b) any Legal Actions commenced or, to such party’s Knowledge, threatened against such party which relates to this Agreement or the Merger Transactions and (c) any fact, event or circumstance that (i) has become untrue had or inaccurate would reasonably be expected to result in any material respectCompany Material Adverse Effect or Parent Material Adverse Effect, as applicable, or (ii) is reasonably likely to result in the failure of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the Offer Conditions or any of conditions set forth in Section 6.3(a) or Section 6.3(b)Article VI to be satisfied; provided, however, that no such notification (or failure to provide such notification) shall affect any of the representations, warranties, covenants, rights or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement remedies, or the conditions to the obligations of of, the parties hereunder. The Company shall give Parent the opportunity to consult with the Company in the defense and settlement of any stockholder litigation against the Company or its directors or officers relating to consummate the transactions contemplated by this Agreement or the remedies available Merger Transactions, and no such settlement shall be agreed to the parties hereunderwithout Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned); and provided, furtherthat, that for the terms and conditions avoidance of the Confidentiality Agreement shall apply to any information provided to doubt, the Company pursuant to this Section 5.13(b)shall otherwise fully control the defense and settlement of any such stockholder litigation.

Notification of Certain Matters. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, the The Company shall give prompt notice to Parent upon becoming aware that any representation made by it in this Agreement has become untrue or inaccurate in any material respectParent, or of any failure of the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.2(a) or Section 6.2(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware Company, of (i) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any person alleging that the consent of such person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, (ii) any representation actions, suits, claims, investigations or warranty made by Parent proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger Sub in this Agreement has become untrue or inaccurate the other transactions contemplated hereby, (iii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions Conditions to the Merger set forth in Section 6.3(a) Article VI not being satisfied or Section 6.3(b)satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that no such notification the delivery of any notice pursuant to this Section 5.13 shall affect not (x) cure any breach of, or be deemed to modify non-compliance with, any representation or warranty other provision of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or (y) limit the remedies available to the party receiving such notice. The Company shall notify Parent, on a reasonably current basis, of any events or changes with respect to any material regulatory or other investigation or action involving the Company or any of its affiliates by any Governmental Entity, and shall reasonably cooperate with Parent or its affiliates in efforts to mitigate any adverse consequences to Parent or its affiliates which may arise (including by coordinating and providing assistance in meeting with regulators). The parties hereunder; agree and providedacknowledge that, further, that the terms and conditions except with respect to clause (iii) of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to first sentence of this Section 5.13(b)5.13, the Company’s compliance or failure of compliance with this Section 5.13 shall not be taken into account for purposes of determining whether the condition referred to in Section 6.3(b) shall have been satisfied.

Notification of Certain Matters. (a) At all times during During the period commencing with the execution and delivery of this Agreement and continuing until the earlier Pre-Closing Period, Buyer shall give prompt notice to occur of the termination of this Agreement pursuant to Article VII Seller and the Effective TimeCompany, and Seller and the Company shall give prompt notice to Parent upon becoming aware that Buyer, of (a) the occurrence, or failure to occur, of any event, which occurrence or failure to occur has caused or is reasonably likely to cause, any representation made by it or warranty of such party contained in this Agreement has become to be untrue or inaccurate in any material respect, or in each case at any time from and after the date of this Agreement until the Closing Date, (b) any material failure of Buyer, Seller or the Company Company, as the case may be, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (c) the receipt by such party of any written notice or other written communication from any Person alleging that the consent of such Person is or may be required in each case connection with the Transactions, (d) the receipt by such party of any written inquiry or investigation from any Governmental Entity that would reasonably be expected to have an adverse impact on the Company’s ability to consummate the Transactions, or (e) to Buyer’s Knowledge or Seller’s Knowledge, as applicable, a Claim that arises against or affecting such party (i) that, if it would result in a failure were pending on the date of the conditions set forth in Agreement, would have been required to be disclosed pursuant to this Agreement, or (ii) that would reasonably be expected to have an adverse impact on the Company’s ability to consummate the Transactions. Notwithstanding the above, the delivery of, or failure to deliver, any notice pursuant to this Section 6.2(a) 7.6 will not expand, limit or Section 6.2(b); provided, however, that no otherwise affect the remedies available hereunder to the party receiving such notification shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement notice or the conditions to the obligations of Parent and Merger Sub such party’s obligation to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a)Transactions. (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b).

Notification of Certain Matters. (a) At all times during The Company shall give prompt written notice to Buyer of (i) any Actions by any Governmental Authority commenced or, to the period commencing Knowledge of the Company, threatened, involving or affecting the Company or any of its Subsidiaries or any of their property or assets and (ii) any notice of, or other communication relating to, a default or event which, with notice or lapse of time or both, would become a default, received by the execution and delivery Company or any of its Subsidiaries subsequent to the date of this Agreement and continuing until prior to the earlier to occur of Closing, under any Listed Contract or any Contract entered into after the termination date of this Agreement pursuant that if in effect on the date hereof would be a Listed Contract, to Article VII which the Company or any of its Subsidiaries is a party or is subject. (b) The Company, on the one hand, and Buyer, on the Effective Timeother hand, shall give prompt written notice to the other party of (i) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated hereby or (ii) any Material Adverse Effect on the Company or a material adverse effect on the ability of Buyer to consummate the transactions contemplated hereby, as the case may be. The Company shall give prompt written notice to Parent Buyer, and Buyer shall give prompt written notice to the Company, of the occurrence, or failure to occur, of any event that would be reasonably likely to result in a failure to satisfy the closing conditions set forth in Section 7.2 as it relates to Company or any Seller, or Section 7.1 as it relates to the Buyer. (c) The Company shall give notice to Buyer, and Buyer shall give notice to the Company, promptly upon becoming aware that of any occurrence, or failure to occur, of any event, which occurrence or failure to occur has caused or could reasonably be expected to cause any representation made by it or warranty in this Agreement has become to be untrue or inaccurate in any material respectrespect at any time after the date of this Agreement and prior to the Closing. (d) If the Company gives Buyer a notice pursuant to this Section 6.9 that discloses an occurrence, or failure to occur, of any event, which occurrence or failure of to occur makes it impossible for the Company to comply with or satisfy in any material respect any covenant, the condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.2(a7.2(a)(i) or Section 6.2(b(ii) (any such notice, a “Company Notice”); provided, howeverthen Buyer shall have the right to terminate this Agreement by providing written notice of such termination to the Company within ten (10) days of Buyer’s receipt of the Company Notice, that no with such notification termination being Buyer’s sole and exclusive remedy relating to any matters set forth in the Company Notice. If Buyer fails to provide written notice of such termination to the Company within ten (10) days of Buyer’s receipt of the Company Notice, then the Company Notice shall affect or be deemed to modify have amended the Company Disclosure Schedule, to have qualified the representations and warranties in Article III, and to have cured any misrepresentation or breach of representation or warranty that otherwise might have existed hereunder by reason of the Company occurrence, or failure to occur, of the event or events set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b)Notice.

Notification of Certain Matters. Each of Target and Acquiror shall give prompt (abut in any event within two (2) At all times during Business Days) notice to the period commencing with other if any of the execution and delivery following occurs after the date of this Agreement and continuing until the earlier prior to occur of the termination of this Agreement pursuant to Article VII and or the Effective Time: (a) receipt of any notice of, or other communication relating to, a material default, or event which with notice or lapse of time or both would become a material default, under any Material Contract; (b) receipt of any notice or other communication in writing from any Person alleging that the Company shall give prompt consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (c) receipt of any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement; (d) the occurrence or non-occurrence of any fact or event which could reasonably be expected to Parent upon becoming aware that any representation made by it in this Agreement has become untrue or inaccurate in cause any material respect, or of any failure of the Company to comply with or satisfy in any material respect any covenant, condition or agreement hereunder not to be complied with or satisfied satisfied; (e) the commencement or, to Target’s Knowledge, the threat any lawsuit involving or affecting Target, any Target Subsidiary, any Target Related Business or any of their respective properties or assets; (f) the occurrence or non-occurrence of any fact or, to Target’s Knowledge, an event that causes or is reasonably likely to cause a material breach by Target or Acquiror of any material provision of this Agreement applicable to it; (g) the occurrence of any fact or event of which such party becomes aware that results in the inaccuracy in any representation or warranty of such party in this Agreement; or (h) the occurrence of any event that, had it under occurred prior to the date of this Agreement without any additional disclosure hereunder, would have constituted a Material Adverse Effect of Target or Acquiror; provided, that, if Target becomes aware of any fact or condition that constitutes a breach of any representation or warranty made in Section 3 above, or if any fact or condition, either currently existing or hereafter occurring, requires any change in the Target Disclosure Schedule delivered to Acquiror at the time of execution of this Agreement, Target shall promptly thereafter deliver to Acquiror a supplement to the Target Disclosure Schedule specifying any needed change. The scope of the additional disclosure on the supplement to the Target Disclosure Schedule shall be subject to reasonable agreement between Target and Acquiror (including accurately limiting the scope of such disclosure so as to appropriately limit the ability of such disclosure (consistent with the scope of other disclosures currently included in each case the Target Disclosure Schedule) to limit any of the indemnification obligations set forth in Section 7.2(a)), but Target shall be permitted to deliver a wholly-factual disclosure of a new fact or condition without right of approval from Acquiror. Any such supplement to Target Disclosure Schedule that it would result in a failure corrects items that could have been disclosed by Target on the date hereof relating to the period prior to the date hereof shall not be given effect for purposes of the conditions set forth in Section 6.2(a7.2(a) herein or Section 6.2(b); provided, however, that no such notification shall affect or be deemed to modify any for purposes of determining whether there has been a breach of a representation or and warranty for purposes of the Company set forth in this Agreement or the conditions indemnification provisions under Section 9.2 hereof. Any such supplement to the obligations of Parent and Merger Sub Target Disclosure Schedule related to consummate the transactions contemplated by this Agreement items based on newly-arising facts or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during in the period commencing with after the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent date hereof shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to not be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure given effect for purposes of the conditions set forth in Section 6.3(a7.2(a) or Section 6.3(b)herein; provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions supplement to the obligations Target Disclosure Schedule shall be given effect for purposes of determining whether there has been a breach of a representation and warranty for purposes of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this indemnification provisions under Section 5.13(b)9.2 hereof.

Notification of Certain Matters. (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, the Company Koppers shall give prompt notice to Parent upon becoming aware Buyer of any fact, event or circumstance known to it that any representation made by it in this Agreement has become untrue (i) is reasonably likely, individually or inaccurate taken together with all other facts, events and circumstances known to it, to result in any Material Adverse Effect, (ii) would cause or constitute a material respect, or breach of any failure of the Company to comply with its representations, warranties, covenants or satisfy in any material respect any covenant, condition agreements contained herein or agreement to be complied with or satisfied by (iii) would make it under this Agreement, in each case such that it would result in a failure of the conditions set forth in Section 6.2(a) or Section 6.2(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub impossible for Sellers to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a)Agreement. (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent Buyer shall give prompt notice to the Company upon becoming aware Koppers of any fact, event or circumstance known to it that any representation (i) is reasonably likely, individually or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate taken together with all other facts, events and circumstances known to them, to result in any material respect, or of any failure of Parent or Merger Sub adverse effect on Buyer’s ability to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it perform their obligations under this Agreement, in each case such that (ii) would cause or constitute a material breach of any of their representations, warranties, covenants or agreements contained herein or (iii) would make it would result in a failure of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company impossible for Buyer to consummate the transactions contemplated by this Agreement Agreement. (c) If Koppers, on the one hand, or Buyer, on the remedies available other hand, provides notice pursuant to subsections (a) or (b) above, respectively (such notice a “Notice”; and the Party providing such notice, the “Notifying Party”), that a fact, event or circumstance known to the parties hereunderNotifying Party would give rise to a right to termination under Section 11.1(d) of this Agreement, the Party receiving such Notice (the “Notified Party”) shall provide notice to the Notifying Party (a “Termination Notice”) within fifteen days of receipt of the Notice if the Notified Party intends to exercise such right to terminate as a result of the matters set forth in the Notice; and providedotherwise the Notified Party shall be deemed to have waived such right with respect to the matters set forth in the Notice. Notwithstanding anything contained herein to the contrary, further, to the extent that the terms and conditions Notified Parties’ rights with respect to the matters set forth in the Notice are waived as a result of the Confidentiality Notified Parties’ failure to provide the Notifying Parties with a Termination Notice within the 15 day period (it being understood that such failure shall constitute such a waiver), the matter described in the Notice shall not thereafter (i) be grounds for termination of this Agreement shall apply by the Notified Parties under Article XI hereof or (ii) give rise to any information provided to a claim by the Company pursuant to this Section 5.13(b)Notified Parties under Article XII hereof.

Notification of Certain Matters. (a) At all times during From the period commencing with the execution and delivery date of this Agreement and continuing until through the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective TimeClosing, the Company shall give prompt written notice to Parent upon becoming aware that after the Company gains Knowledge of (i) the occurrence or non-occurrence of any change, condition or event, the occurrence or non-occurrence of which would render any representation made by it or warranty of the Company contained in this Agreement has become or any Ancillary Agreement to be untrue or inaccurate in any material respect, or (ii) the occurrence of any change, condition or event that has had or is reasonably likely to have a Material Adverse Effect, (iii) any failure of the Company or any of its Subsidiaries or any other Affiliate of the Company to comply with or satisfy in any material respect any covenant, condition covenant or agreement to be complied with or satisfied by it under this Agreement, in each case such hereunder or any event or condition that it would otherwise result in a failure the nonfulfillment of any of the conditions set forth to Parent’s and Merger Sub’s obligations hereunder, (iv) any notice or other communication from any Person alleging that the consent of such Person is or may be required in Section 6.2(a) or Section 6.2(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty connection with the consummation of the Company set forth in this Agreement or Merger and the conditions to the obligations of Parent and Merger Sub to consummate the other transactions contemplated by this Agreement or the remedies available Ancillary Agreements, or (v) any Action pending or threatened against a party or the parties relating to the parties hereunder; Merger and provided, further, that the terms and conditions of other transactions contemplated by this Agreement or the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a)Ancillary Agreements. (b) At all times during From the period commencing with the execution and delivery date of this Agreement and continuing until through the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective TimeClosing, Parent shall give prompt written notice to the Company upon becoming aware that after Parent gains Knowledge of (i) the occurrence or non-occurrence of any change, condition or event, the occurrence or non-occurrence of which would render any representation or warranty made by of Parent or Merger Sub contained in this Agreement has become or any Ancillary Agreement to be untrue or inaccurate in any material respect, (ii) the occurrence of any change, condition or of event that has had or is reasonably likely to have a Parent Material Adverse Effect, (iii) any failure of Parent or Merger Sub or any other Affiliate of Parent to comply with or satisfy in any material respect any covenant, condition covenant or agreement to be complied with or satisfied by it under this Agreement, in each case such hereunder or any event or condition that it would otherwise result in a failure the nonfulfillment of the conditions set forth in Section 6.3(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the Company’s obligations hereunder, (iv) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the consummation of the Company to consummate Merger and the other transactions contemplated by this Agreement or the remedies available Ancillary Agreements, or (v) any Action pending or threatened against a party or the parties relating to the parties hereunder; Merger and provided, further, that the terms and conditions of other transactions contemplated by this Agreement or the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b)Ancillary Agreements.

Notification of Certain Matters. (a) At all times during Prior to the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective TimeClosing, the Company each Party shall give prompt notice to Parent upon becoming aware that the other Parties of: (i) any representation made Proceeding commenced or threatened in writing wherein an unfavorable Decree would (A) prevent consummation of any of the transactions contemplated by it in this Agreement has become untrue or inaccurate (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or would have been required to have been disclosed pursuant to Section 5.18; (ii) any failure by such Party to comply with or satisfy, in any material respect, or of any failure of the Company to comply with or satisfy in any material respect any covenant, agreement or condition or agreement to Closing to be complied with or satisfied by it under this Agreement; (iii) any information, in each case such development or state of affairs that arises or of which it becomes aware which would cause or result in a breach of any of the representations and warranties of such Party set forth in this Agreement; (iv) any notice or other communications from any Governmental Authority in connection with the transactions contemplated by this Agreement; (v) 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; and (vi) any fact, circumstance, event or action, the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by the Holding Company hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 6.2(a) Sections 7.1 or Section 6.2(b); provided7.2 to be satisfied. Furthermore, howeverthe Holding Company will supplement or amend the Disclosure Schedule with respect to any matter arising or discovered after the date of this Agreement which, that no such notification shall affect if existing or occurring at the date of this Agreement, would have been required to be deemed to modify any representation or warranty of the Company set forth or described in this Agreement or the conditions Disclosure Schedule, other than matters contemplated to the obligations of Parent and Merger Sub to consummate the transactions contemplated occur by this Agreement or that arise in the remedies available to the parties hereunder; and provided, further, that the terms and conditions Ordinary Course of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a)Business. (b) At all times during Buyer’s receipt of information pursuant to Section 6.3(a) shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the period commencing with the execution and delivery of Holding Company in this Agreement and continuing until the earlier to occur Agreement, including for purposes of the indemnification or termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub rights contained in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent determining whether or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of not the conditions set forth in Section 6.3(a7.1(a) or Section 6.3(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.13(b)have been satisfied.