Common use of Notification of Certain Matters Clause in Contracts

Notification of Certain Matters. (a) The Company shall (i) give prompt written notice to each Purchaser of any written notice or other written communication from any Person alleging that the consent of such Person which is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice to each Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicable.

Notification of Certain Matters. (a) The At all times during the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Time, the Company shall (i) give prompt written notice to each Purchaser Parent and Acquisition 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 written notice failure of the Company to comply with or other written communication from satisfy in any Person alleging material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in any such case if and only to the extent that such untruth or inaccuracy, or such failure, would reasonably be expected to cause any of the consent conditions to the obligations of Parent and Acquisition Sub to consummate the transactions contemplated hereby set forth in paragraphs (C)(2) and (C)(3) of Annex A to fail to be satisfied at the then scheduled expiration of the Offer; provided, however, that no such Person which is notification shall affect or may be required deemed to modify any representation or warranty of the Company set forth in connection with this Agreement or the conditions to the obligations of Parent and Acquisition Sub to consummate the transactions contemplated by this Agreement is not likely 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 7.11(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 IX and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Acquisition Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Acquisition Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be obtained prior complied with or satisfied by it under this Agreement, in any such case if and only to Closingthe extent that such untruth or inaccuracy, if the failure to obtain or such consent failure, would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole prevent, materially delay or would materially impair the ability of Parent and Acquisition Sub to consummate the Merger and the transactions contemplated by this Agreement (including the Offer and the Merger) or the ability of Parent and Acquisition 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 Acquisition Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated hereby by this Agreement or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser the remedies available to the electronic notification system such parties hereunder; and provided further, that the designated individuals will receive electronic notice terms and conditions of the entry of Confidentiality Agreement shall apply to any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice to each Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity with respect information provided to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicable7.11(b).

Notification of Certain Matters. (a) The 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 X and the Appointment Time, the Company shall (i) give prompt written notice to each Purchaser Parent and Acquisition 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 written notice failure of the Company to comply with or other written communication from satisfy in any Person alleging material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in any such case if and only to the extent that such untruth or inaccuracy, or such failure, would reasonably be expected to cause any of the consent conditions to the obligations of Parent and Acquisition Sub to consummate the transactions contemplated hereby set forth in paragraphs (C)(2) and (C)(3) of Annex A to fail to be satisfied at the then scheduled expiration of the Offer; provided, however, that no such Person which is notification shall affect or may be required deemed to modify any representation or warranty of the Company set forth in connection with this Agreement or the conditions to the obligations of Parent and Acquisition Sub to consummate the transactions contemplated by this Agreement is not likely 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 8.6(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 X and the Appointment Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Acquisition Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Acquisition Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be obtained prior complied with or satisfied by it under this Agreement, in any such case if and only to Closingthe extent that such untruth or inaccuracy, if the failure to obtain or such consent failure, would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement (including the Offer and the Merger) or the ability of Parent and Acquisition Sub to fully perform their respective covenants and obligations under this Agreement; provided, however, that no such notification shall affect or be adverse and material deemed to modify any representation or warranty of Parent or Acquisition Sub set forth in this Agreement or the conditions to the Company and its Subsidiaries taken as a whole or would materially impair the ability obligations of the Company to consummate the transactions contemplated hereby by this Agreement or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser the remedies available to the electronic notification system such parties hereunder; and provided further, that the designated individuals will receive electronic notice terms and conditions of the entry of Confidentiality Agreement shall apply to any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice to each Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity with respect information provided to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicable8.6(b).

Notification of Certain Matters. (a) The During the Pre-Closing Period, the Company shall promptly notify Parent in writing of the discovery by the Company of: (i) give prompt written notice any event, condition, fact or circumstance that occurred or existed on or prior to each Purchaser the date of this Agreement and that caused or constitutes a material inaccuracy in any representation or warranty made by the Company in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a material inaccuracy in any representation or warranty made by the Company in this Agreement if such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any material breach of any written notice covenant or other written communication from obligation of the Company; and (iv) any Person alleging event, condition, fact or circumstance that would make the consent timely satisfaction of such Person which is any of the Offer Conditions or may be required the conditions set forth in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to Closing, if Section 7 impossible or would make the failure of any such condition reasonably likely. No notification given to obtain such consent would reasonably be expected Parent pursuant to be adverse and material this Section 6.6(a) or any information or knowledge obtained pursuant to Section 5.1 shall limit or otherwise affect any of the Company and its Subsidiaries taken as a whole representations, warranties, covenants or would materially impair the ability obligations of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Ordercontained in this Agreement. (b) To During the extent permitted Pre-Closing Period, Parent shall promptly notify the Company in writing of the discovery by applicable Law, Parent of: (i) the Company shall give prompt notice to each Purchaser of the commencement of any investigationevent, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereundercondition, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event fact or circumstance that would result occurred or existed on or prior to the date of this Agreement and that caused or constitutes a material inaccuracy in any representation or warranty made by Parent or Acquisition Sub in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a material inaccuracy in any representation or warranty made by Parent or Acquisition Sub in this Agreement if such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the Company or such Purchaser, as applicable, being untrue or date of this Agreement; (iii) any material breach of any covenant or agreement obligation of Parent or Acquisition Sub; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the Company Offer Conditions or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII Section 7 impossible or Article VIII, as applicable, would not be satisfied if make the failure of any such event or circumstance existed on condition reasonably likely. No notification given to the Closing Date. (c) No information received by a party Company pursuant to this Section 5.11 nor 6.6(b) or any information received or learned by a party or any of its representatives knowledge obtained pursuant to an investigation made under this Section 5.11 5.1 shall be deemed to (A) qualify, modify, amend limit or otherwise affect any of the representations, warranties, conditions, covenants or other agreements obligations of the other party set forth Parent or Acquisition Sub contained in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicable.

Notification of Certain Matters. The Company shall give prompt notice to the Purchaser, and (in the case of clauses (a) The Company and (d) of this Section 6.08 only) the Purchaser and the Merger Subsidiary shall (i) give prompt written notice to each Purchaser the Company, of (a) the occurrence, or failure to occur, of any written event, which occurrence or failure to occur has caused or is reasonably likely to cause any representation or warranty of such party contained in this Agreement or the other agreements contemplated hereby to be untrue at any time from the date of this Agreement to the Closing Date, (b) any material adverse effect with respect to the Company or any event, change, occurrence, effect, fact, condition, development or circumstance or series of events, changes, occurrences, effects, facts, conditions, developments or circumstances that would reasonably be expected to result in a material adverse effect with respect to the Company, (c) any material claims, actions, proceedings, litigation or governmental investigations commenced or, to its knowledge, threatened, involving or affecting the Company or any of its subsidiaries or any of their material property or assets or the transactions contemplated hereby which would reasonably be expected to have a material adverse effect on the Company, or (d) any failure of the Purchaser or the Merger Subsidiary or of any officer, director, employee or agent thereof to comply in all material respects with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder. Notwithstanding anything in this Agreement to the contrary, no such notification shall affect the representations, warranties or covenants of any party or the conditions to the obligations of any party hereunder, nor shall it limit or otherwise affect the remedies available hereunder to the party receiving such notice. Each of the Company and the Purchaser shall give prompt notice to the other party of any notice or other written communication from any Person third party or Governmental Entity alleging that the consent of such Person which third party or Governmental Entity is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court OrderAgreement. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice to each Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicable.

Notification of Certain Matters. (a) The Company Companies shall (i) give prompt written notice to each Purchaser the Buyer of (i) the occurrence or non-occurrence of any written change, condition, or event, the occurrence or non-occurrence of which would render any representation or warranty of any Seller, Blocker, or Company contained in this Agreement or any Ancillary Agreement, if made on or immediately following the date of such event, untrue or inaccurate to a degree that it is reasonably expected that the condition set forth in the first sentence of Section 8.3(a)(i) or the first sentence of Section 8.3(a)(ii) would not be satisfied as of the anticipated Closing Date, (ii) the occurrence of any change, condition or event that has had or is reasonably likely to have a Company Material Adverse Effect (or would reasonably be expected to have a Buyer Material Adverse Effect if and when the Target Entities were to become Subsidiaries of Buyer following Closing), (iii) any failure of the Sellers, the Target Entities or any other Affiliate of the Sellers to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder or any event or condition that would otherwise result in the nonfulfillment of any of the conditions to the Buyer’s obligations hereunder, (iv) any notice or other written communication from any Person alleging that the consent of such Person which is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability consummation of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice to each Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement set forth or the Ancillary Agreements or (v) any Action pending or, to the knowledge of the Companies, threatened against a party or the parties relating to the transactions contemplated by this Agreement or the Ancillary Agreements. (b) The Buyer shall give prompt written notice to the Companies of (i) the occurrence of any change, condition or event that has had or is reasonably likely to have a Buyer Material Adverse Effect, (ii) any failure of the Buyer or its Affiliates to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder or any event or condition that would otherwise result in Article VII the nonfulfillment of any of the conditions to the Buyer’s obligations hereunder, (iii) any notice or Article VIIIother communication from any Person alleging that the consent of such Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements or (iv) any Action pending or, as applicableto the knowledge of the Buyer, threatened against a party or the parties relating to the transactions contemplated by this Agreement or the Ancillary Agreements.

Notification of Certain Matters. (a) The Company shall (i) give prompt written notice to each Purchaser of any written notice or other written communication from any Person alleging that the consent of such Person which is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice to each Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (Div) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicable.

Notification of Certain Matters. (a) The Company shall give prompt notice to Purchaser if any of the following occur after the date of this Agreement: (i) give prompt written notice there has been a material failure of the Company to each Purchaser comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (ii) receipt of any written notice or other written communication in writing from any Person third party alleging that the consent Consent of such Person which third party is or may be required in connection with the transactions contemplated by this Agreement is Agreement, provided that such Consent would have been required to have been disclosed in this Agreement; (iii) receipt of any material notice or other communication from any Governmental Authority (including, but not likely to be obtained prior to Closinglimited to, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole NASD or would materially impair the ability of the Company to consummate any securities exchange) in connection with the transactions contemplated hereby or perform its obligations hereunder, and by this Agreement; (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (iiv) the Company shall give prompt notice to each Purchaser occurrence of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries an event which would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or that would otherwise reasonably be adverse and material expected to the Company and its Subsidiaries taken as cause a whole condition in Article VI or would materially impair the ability of the Company Annex A not to consummate the transactions contemplated hereby be satisfied; or perform its obligations hereunder, and (iiv) the Company shall give prompt notice to each Purchasercommencement or, and each Purchaser shall give written prompt notice to the Company's knowledge, threat of any event Litigation against the Company, any of its subsidiaries, any of their respective properties or circumstance that would result assets or any employee, agent, director or officer, in any representation his or warranty her capacity as such, of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant subsidiaries which, if pending on the date hereof, would have been required to an investigation made under have been disclosed in this Section 5.11 Agreement or which relates to the consummation of the Offer or the Merger. No such notice to Purchaser shall be deemed have any effect on the determination of whether or not any of the conditions to (A) qualify, modify, amend Closing or otherwise affect to the consummation of the Offer have been satisfied or in determining whether or not any of the representations, warranties, conditions, warranties or covenants or other agreements contained in this Agreement have been breached. The Company shall deliver to Purchaser promptly following the close of business on the then-scheduled expiration date of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available Offer a certificate as to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, whether the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement set forth Offer described in Article VII or Article VIIIparagraphs (c), as applicable(e)(ii), (f), (g), (i) and (k) on Annex A hereto have been satisfied.

Notification of Certain Matters. (a) The Company shall Between the date hereof and the Closing, each party to this Agreement will give prompt notice in writing to the other party hereto of: (i) give prompt written notice to each Purchaser any information that indicates that any representation and warranty of such party contained herein was not true and correct as of the date hereof or will not be true and correct as of the Closing, (ii) the occurrence of any written event which could result in the failure to satisfy a condition specified in Article 6 or Article 7 hereof, as applicable, (iii) any notice or other written communication from any Person third person alleging that the consent of such Person which third person is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunderAgreement, and (iiiv) facilitate adding such individuals as in the case of the Stockholders and the Companies, any notice of, or other communication relating to, any default or event which, with notice or lapse of time or both, would become a default under any Company Agreement. The Stockholders shall (x) promptly advise UAG of any event that has, or could in the future have, a Material Adverse Effect (y) confer on a regular basis with one or more designated by each Purchaser representatives of UAG to report operational matters and to report the electronic notification system such general status of ongoing operations, and (z) notify UAG of any emergency or other change in the normal course of business or in the operation of the properties of the Companies and of any governmental complaints, investigations or hearings (or communications indicating that the designated individuals same may be contemplated) or adjudicatory proceedings involving the Companies or any of their assets or operations, and will receive electronic notice keep UAG fully informed of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company such events and permit UAG's representatives access to all materials prepared in connection therewith. The Stockholders shall give prompt notice to each Purchaser UAG of any notice or other communication from any third person asserting any right, title or interest in any of the Shares held by the Stockholders (including, without limitation, any threat to commence, or notice of the commencement of any investigation, inquiry action or review by any Governmental Entity other proceeding with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability any of the Company Shares) or the occurrence of any other event of which any Stockholder has knowledge which could result in any failure to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty sale of the Company or such Purchaser, Shares as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Datecontemplated hereby. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicable.

Notification of Certain Matters. (a) The Company shall (i) give prompt written notice to each Purchaser of any written notice or other written communication from any Person alleging that the consent of such Person which is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice to each Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicable.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the discovery of any fact or circumstance, or the occurrence, or non-occurrence, of any event which could reasonably be expected to cause any of their respective representations or warranties contained in this Agreement to become untrue or inaccurate in any material respect or to cause any condition to the obligation of any party to effect the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed and (ii) any failure of the Company, Parent or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that the delivery of any notice pursuant to this Section 7.08 shall not (A) be deemed to cure any breach of any representation or warranty requiring disclosure of such matter prior to the date hereof, or non-compliance with, any other provision of this Agreement, or (B) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that failure to give prompt written notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered shall not constitute a failure of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failure. (b) The Company shall give prompt notice to each Purchaser Parent, and Parent shall give prompt notice to the Company, of (i) any written notice or other written communication from any Governmental Authority in connection with the Transactions or from any Person alleging that the consent of such Person which is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, Transactions and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable LawAction commenced or, (i) the Company shall give prompt notice to each Purchaser of the commencement their respective Knowledge, threatened in writing, relating to or involving or otherwise affecting it or any of any investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries which which, if pending on the date of this Agreement, would reasonably be expected have been required to be adverse and material have been disclosed pursuant to the Company and its Subsidiaries taken as a whole Article IV or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty of the Company or such PurchaserArticle V, as applicable, being untrue or any covenant or agreement which relates to the consummation of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing DateTransactions. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicable.

Notification of Certain Matters. (a) The 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 VIII and the Effective Time, the Company shall (i) give prompt written notice to each Purchaser Parent and Acquisition 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 written notice failure of the Company to comply with or other written communication from satisfy in any Person alleging material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in any such case if and only to the extent that such untruth or inaccuracy, or such failure, would reasonably be expected to cause any of the consent conditions to the obligations of Parent and Acquisition Sub to consummate the transactions contemplated hereby set forth in Section 7.2(a) and Section 7.2(b) to not be satisfied at the Closing; provided, however, that no such Person which is notification shall affect or may be required deemed to modify any representation or warranty of the Company set forth in connection with this Agreement or the conditions to the obligations of Parent and Acquisition Sub to consummate the transactions contemplated by this Agreement is not likely 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 6.13(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 VIII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Acquisition Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Acquisition Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be obtained prior complied with or satisfied by it under this Agreement, in any such case if and only to Closingthe extent that such untruth or inaccuracy, if the failure to obtain or such consent failure, would reasonably be expected to be adverse and material cause any of the conditions to the Company and its Subsidiaries taken as a whole or would materially impair the ability obligations of the Company to consummate the transactions contemplated hereby set forth in Section 7.3(a) and Section 7.3(b) to not be satisfied at the Closing; provided, however, that no such notification shall affect or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser be deemed to modify any representation or warranty of Parent or Acquisition Sub set forth in this Agreement or the conditions to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice to each Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability obligations of the Company to consummate the transactions contemplated hereby by this Agreement or perform its obligations the remedies available to the parties hereunder; and provided further, that the terms and (ii) conditions of the Confidentiality Agreement shall apply to any information provided to the Company shall give prompt notice pursuant to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Datethis Section 6.13(b). (c) No information received by a party investigation pursuant to this Section 5.11 nor 6.13 shall affect any information received representation or learned by a warranty in this Agreement of any party hereto or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions condition to the obligations of such party to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicableparties hereto.

Notification of Certain Matters. (a) The Company Buyer on the one hand, and the Seller Parties, on the other hand, shall (i) give prompt written notice to each Purchaser promptly notify the other upon becoming aware of any written notice breach of any representation or other written communication from warranty contained in this Agreement including, in the case of the Buyer, upon any Person alleging that the consent of their officers, employees or authorized representatives becoming aware of such Person which is or may be required in connection with a breach as a result of the transactions contemplated by this Agreement is not likely to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material access to the Company and its Subsidiaries taken Business permitted by Section 5.1; provided, however, that a party’s receipt of information or notification shall not operate as a whole waiver (including with respect to any right to indemnification) or would materially impair otherwise affect any representation, warranty, covenant or agreement given or made by the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Orderother parties in this Agreement. (b) To Each party shall promptly notify the extent permitted by applicable Law, (i) the Company shall give prompt notice to each Purchaser of the commencement other of any investigationaction, inquiry suit or review proceeding that shall be instituted or threatened against such party to restrain, prohibit or otherwise challenge the legality of any transaction contemplated by any Governmental Entity with respect to this Agreement. The Seller Parties shall promptly notify the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunderBuyer, and (ii) the Company Buyer shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to promptly notify the CompanySeller Parties, of any event lawsuit, claim, proceeding or circumstance investigation that may be threatened, brought, asserted or commenced against the other, LIN or their respective Affiliates which would result have been listed in any representation Schedule 3.16 or warranty of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied an exception to Section 4.3 if such event lawsuit, claim, proceeding or circumstance existed on investigation had arisen prior to the Closing Datedate hereof. (c) No information received by a party In the event that the Seller Parties, LIN or any of their respective Affiliates file any application with the FCC with respect to the Station after the date of this Agreement, the Seller Parties shall notify the Buyer within five (5) Business Days of such filing. (d) The Seller Parties shall keep Buyer reasonably informed regarding the status of the Mergers, including obtaining necessary consents and approvals of Governmental Bodies with respect thereto, in each case, to the extent permissible under applicable Law. (e) The Seller Parties shall use their reasonable best efforts to remain informed regarding the Business and to cause LIN and its Affiliates to make the Seller Parties aware of any matter for which disclosure is required pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicable5.2.

Notification of Certain Matters. Prior to the Acceptance Time, the Parent shall give prompt notice to the Company, and the Company shall give prompt notice to the Parent, of (a) The the occurrence, or failure to occur, of any event, of which such party has Knowledge that is reasonably expected to cause any representation or warranty contained in this Agreement to become untrue or inaccurate such that it is reasonably expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, until the Acceptance Time or (b) any material failure of the Parent and the Purchaser or the Company, as the case may be, or of any officer, director, employee or agent thereof, of which such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties, the conditions to the obligations of the parties under this Agreement or the remedies available to the party receiving such notification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (i) give prompt written notice to each Purchaser of any written notice or other written communication from any Person alleging that the consent of such Person which is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is not likely to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company otherwise required to consummate the transactions contemplated hereby Offer or perform its obligations hereunderthe Merger, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic any notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice to each Purchaser of the commencement of any investigation, inquiry or review by other communication from any Governmental Entity in connection with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings instituted or threatened against the Company or any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entity, relating 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 Agreement set forth or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in Article VII connection with such transactions. The Company shall consult with the Parent regarding the defense or Article VIIIsettlement of any such actions, as applicablesuits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedings.

Notification of Certain Matters. (a) The Company shall (i) give prompt written notice to each Purchaser of any written notice or other written communication from any Person alleging that the consent of such Person which is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability Each of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company parties shall give prompt notice to each Purchaser the other party, of (i) the discovery of a fact or facts of which the notifying party has actual knowledge which cause any of the commencement of representations, warranties or statements made by it or in an any investigationexhibit, inquiry schedule or review by any Governmental Entity with respect other document delivered pursuant to the Company or its Subsidiaries which would reasonably be expected this Agreement, to be adverse and material false or misleading or omit any facts necessary in order to the Company and its Subsidiaries taken as a whole make such representations, warranties or would materially impair the ability of the Company to consummate the transactions contemplated hereby statements not false or perform its obligations hereunder, and misleading; (ii) the Company shall give prompt notice occurrence, or failure to each Purchaser, and each Purchaser shall give written prompt notice to the Companyoccur, of any event which occurrence or circumstance that failure would result in be likely to cause any representation or warranty made by them in this Agreement to be untrue or inaccurate any time from the date of this Agreement to the Closing Date; and (iii) any failure of the notifying party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or him hereunder. Each party hereto shall use all reasonable efforts to remedy any failure on its or his part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or him/her hereunder. During the period from the date of this Agreement to the Closing Date, DPII will reasonably promptly notify Axys of any material change in, or outside of, the Ordinary Course of Business of DPII or the DPII Business and of any Governmental or Regulatory Authority complaints, investigative hearings, or the institution, written threat (to the extent DPII has or should have Knowledge of such threat) or settlement of litigation, in each case involving an amount in excess of $50,000 and relating to DPII or the DPII Business, and shall keep Axys fully informed in reasonable detail of such events. DPII shall not enter into any settlements over $50,000 in connection with any such litigation without the prior written consent of Axys. During the period from the date of this Agreement to the Closing Date, Axys and the Company will reasonably promptly notify DPII of any material change in, or outside of, the Ordinary Course of Business of the Company or such Purchaserthe Business and of any Governmental or Regulatory Authority complaints, as applicableinvestigative hearings, being untrue or any covenant the institution, written threat (to the extent Axys or agreement of the Company has or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability should have Knowledge of such party to invoke threat) or rely on, or effect the satisfaction settlement of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicable.

Notification of Certain Matters. (a) The Company Seller shall (i) give prompt written notice to each Purchaser Buyer upon Seller becoming aware of (i) the occurrence or non-occurrence of any written change, condition or event the occurrence or non-occurrence of which would render any representation or warranty of Seller contained in this Agreement, if made on or immediately following the date of such event, untrue or inaccurate, (ii) the occurrence of any change, condition or event that has had or is reasonably likely to have a Material Adverse Change, (iii) any failure of Seller or any affiliate of Seller to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder or any event or condition that would otherwise result in the nonfulfillment of any of the conditions to Buyer’s obligations hereunder, (iv) any notice or other written communication from any Person person alleging that the consent of such Person which person is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability consummation of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice to each Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement set forth or (v) any claim, action or proceeding pending or, to Seller’s knowledge, threatened against a party or the parties relating to the transactions contemplated by this Agreement. (b) Buyer shall give prompt written notice to Seller upon Buyer becoming aware 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 of Buyer contained in Article VII this Agreement, if made on or Article VIIIimmediately following the date of such event, as applicableuntrue or inaccurate, (ii) any failure of Buyer or any affiliate of Buyer to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder or any event or condition that would otherwise result in the nonfulfillment of any of the conditions to Seller’s obligations hereunder, (iii) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the consummation of the transactions contemplated by this Agreement or (iv) any claim, action or proceeding pending or, to Buyer’s knowledge, threatened against a party or the parties relating to the transactions contemplated by this Agreement.

Notification of Certain Matters. (a) The Company shall Each Party agrees to promptly notify the other Parties upon becoming aware of (i) give prompt written notice to each Purchaser of any written notice or other written communication from any Person alleging that the consent of such Person which is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to ClosingAgreement, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole (ii) any notice or would materially impair the ability of the Company to consummate other communication from any Governmental Entity in connection with the transactions contemplated hereby or perform its obligations hereunderby this Agreement, and (iiiii) facilitate adding any Litigation instituted or threatened (or unasserted but considered probable of assertion and which if asserted would have at least a reasonable possibility of an unfavorable outcome) against such individuals as designated Party or any its directors, officers or Affiliates, including by each Purchaser any stockholder of such Party, before any Governmental Entity, relating to or involving or otherwise affecting such Party 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 Agreement or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The other Parties shall have the right to be consulted with respect to the electronic notification system such that the designated individuals will receive electronic notice of the entry defense of any Bankruptcy Court Ordersuch Litigation; provided, that subject to Section 4.17, the Party against whom the Litigation has been instituted or threatened shall retain the sole right and complete discretion to determine its own course of conduct with respect to any such Litigation. (b) To Each Party agrees to promptly notify the extent permitted by applicable Law, other Parties upon becoming aware of (i) the Company shall give prompt notice to each Purchaser any facts or circumstances which could result in a decision from a court, patent office or other regulatory agency rendering any of the commencement of such Party’s Intellectual Property invalid or unenforceable or (ii) any investigationfacts or circumstances, inquiry that would, or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to to, affect the Company and its Subsidiaries taken as a whole validity or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, enforceability of any event of such Party’s Intellectual Property or circumstance that would result in any representation impair or warranty of the Company or constitute a Lien on such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant Party’s ability to this Section 5.11 nor any information received or learned by a party or transfer any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicableParty’s Intellectual Property.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which results in any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect (or, in the case of any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respect) and any failure of the 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 hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.12 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice. (b) Each of the Company and Parent shall give prompt notice to the other of (i) give prompt written notice to each Purchaser of any written notice or other written communication from any Person alleging that the consent Approval of such Person which is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to ClosingMerger or the Related Agreements, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to any notice or other communication from any Governmental Authority in connection with the electronic notification system such that Merger or the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable LawRelated Agreements, (iiii) the Company shall give prompt notice any Litigation, relating to each Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to involving or otherwise affecting the Company or its Subsidiaries which would or Parent that relates to the Merger or the Related Agreements; (iv) the occurrence of a default or event that, with notice or lapse of time or both, will become a default under any Material Agreement of the Company; and (v) any change that could reasonably be expected to be adverse and material to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or would materially impair Parent or is likely to delay or impede the ability of either Parent or the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement or the Related Agreements or to fulfill their respective obligations set forth herein or therein. (c) Each of the Company and Parent shall give (or shall cause their respective Subsidiaries to give) any notices to third Persons, and use, and cause their respective Subsidiaries to use, its reasonable best efforts to obtain any consents from third Persons (i) necessary, proper or advisable to consummate the transactions contemplated by this Agreement, (ii) otherwise required under any Contracts in Article VII connection with the consummation of the transactions contemplated hereby or Article VIII(iii) required to prevent a Material Adverse Effect on the Company or Parent from occurring. If any party shall fail to obtain any such consent from a third Person, as applicablesuch party shall use its reasonable best efforts, and will take any such actions reasonably requested by the other parties, to limit the adverse effect upon the Company and Parent, their respective Subsidiaries, and their respective businesses resulting, or which would result after the Effective Time, from the failure to obtain such consent.

Notification of Certain Matters. (a) The Company Seller shall give prompt notice to Buyer and Acquisition Subsidiary, and Buyer and Acquisition Subsidiary shall give prompt notice to Seller, of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would cause any representation or warranty made by such party or parties in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any failure of Seller, Buyer or Acquisition Subsidiary, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.7 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice. Seller also shall give prompt written notice to each Purchaser of Buyer, and Buyer or Acquisition Subsidiary shall give prompt notice to Seller, of: (i) any written notice or other written communication from any Person person alleging that the consent of such Person which person is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to Closing, if (unless the failure to obtain requirement for such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability is set forth in Section 3.4 of the Company to consummate Seller Disclosure Schedule or Section 4.4 of the transactions contemplated hereby or perform its obligations hereunder, and Buyer Disclosure Schedule); (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic any notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice to each Purchaser of the commencement of any investigation, inquiry or review by other communication from any Governmental Entity in connection with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement set forth in Article VII Agreement; (iii) any actions, suits, claims, investigations or Article VIIIproceedings commenced or, as applicableto its knowledge, threatened against, relating to or involving or otherwise affecting it or any of its subsidiaries or which relate to the consummation of the transactions contemplated by this Agreement; and (iv) any occurrence of any event having, or which could reasonably be expected to have, a Seller Material Adverse Effect or Buyer Material Adverse Effect.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent of any change or event (i) that has or would reasonably be expected to have a Material Adverse Effect; (ii) that would reasonably be expected to give prompt written notice rise to each Purchaser the right of any written notice third party to terminate, materially modify or other written assert a right to a material contractual or legal remedy under any Material Contract; (iii) that it believes results or would reasonably be expected to result in a failure of any of the conditions set forth in Section 6.2; (iv) any communication from any Person Governmental Entity in connection with the transactions contemplated by this Agreement and any response thereto, or from any person alleging that the consent of such Person which person is or may be required in connection with the Merger or the other transactions contemplated by this Agreement is not likely to be obtained prior to ClosingAgreement, if the subject matter of such communication or the failure of such party to obtain such consent would reasonably be expected to be adverse and material to the Company, the Surviving Corporation or Parent; (v) any legal action threatened or commenced against or otherwise affecting the Company and its or any of the Subsidiaries taken as a whole in connection with the transactions contemplated by this Agreement; or would materially impair (vi) any correspondence from the ability SEC staff to the Company or responses of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company thereto. Parent shall give prompt notice to each Purchaser of the commencement Company of any investigation, inquiry change or review by any Governmental Entity with respect to the Company event (i) that has or its Subsidiaries which would reasonably be expected to be have a material adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair effect on the ability of the Company Parent or Buyer to perform its respective obligations under this Agreement or to consummate the Merger and the other transactions contemplated hereby or perform its obligations hereunder, and by this Agreement; (ii) the Company shall give prompt notice that it believes results or would reasonably be expected to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty a failure of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. Section 6.3; (ciii) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or communication from any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth Government Entity in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate connection with the transactions contemplated by this Agreement set forth and any response thereto, or from any person alleging that the consent of such person is or may be required in Article VII connection with the Merger or Article VIIIthe other transactions contemplated by this Agreement, as applicableif 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; or (iv) any legal action threatened or commenced against or otherwise affecting Parent or Buyer in connection with the transactions contemplated by this Agreement and any response thereto. The delivery of any notice pursuant to this Section 5.3, however, shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. (a) The Company Prior to the Closing Date, LMC and LTVGIA shall promptly notify TNCL and NPAL of: (i) give prompt written notice to each Purchaser of any written notice or other written communication received by LMC or LTVGIA from any Person alleging that the consent of such Person which is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and Merger; (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic any notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice to each Purchaser of the commencement of any investigation, inquiry or review by other communication from any Governmental Entity received by LMC or LTVGIA in connection with respect the Merger; (iii) any Legal Proceeding commenced or, to LMC's or LTVGIA's knowledge, threatened against, relating to, involving or otherwise affecting, LTVGIA; (iv) any Legal Proceeding commenced or, to LMC's or LTVGIA's knowledge, threatened against, relating to, involving or otherwise affecting LMC or LTVGIA that relates to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability consummation of the Company Merger; or (v) any event, condition or circumstance of which LMC or LTVGIA has knowledge, that (x) has, or is reasonably likely to consummate the transactions contemplated hereby have or perform its obligations hereunderdoes have an LTVGIA Material Adverse Effect or (y) is, and (ii) the Company shall give prompt notice or is reasonably likely to each Purchaserconstitute, and each Purchaser shall give written prompt notice to the Company, a breach of any event representation, warranty or circumstance that would result in any representation or warranty covenant made by such Person, which breach is not capable of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on cured prior to the Closing Date. (cb) No information Prior to the Closing Date, TNCL and NPAL shall promptly notify LMC and LTVGIA of: (i) any notice or other communication received by a party pursuant TNCL or NPAL from any Person alleging that the consent of such Person is or may be required in connection with the Merger; (ii) any notice or other communication from any Governmental Entity received by TNCL or NPAL in connection with the Merger; (iii) any Legal Proceeding commenced or, to this Section 5.11 nor any information received TNCL's or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualifyNPAL's knowledge, modifythreatened against, amend relating to, involving or otherwise affect any representations, warranties, conditions, covenants affecting TNCL or other agreements NPAL or which relates to the consummation of the other party set forth in this AgreementMerger; or (iv) any event, condition or circumstance of which TNCL or NPAL has knowledge that (Bx) amend is reasonably likely to have or otherwise supplement the information set forth in the Company Disclosure Letterdoes have a TNCL Material Adverse Effect or (y) is, (C) limit or restrict the remedies available reasonably likely to such party under this Agreementconstitute, applicable Law or otherwise arising out of a breach of this Agreementany representation, warranty or (D) limit or restrict the ability covenant made by such Person, which breach is not capable of such party to invoke or rely on, or effect the satisfaction of, the conditions being cured prior to the obligations of such party to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicableClosing Date.

Notification of Certain Matters. (a) The Company shall (i) give prompt written notice to each Purchaser Parent of any written notice or other written communication from any Person alleging that the consent of such Person which is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice to each Purchaser of the commencement of any investigationoccurrence, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, non-occurrence of any event whose occurrence, or circumstance that non-occurrence would result in be likely to cause either (A) any representation or warranty of the Company or such Purchaser, as applicable, being contained in this Agreement to be materially untrue or inaccurate at any covenant time from the date of this Agreement to the Effective Time or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions (B) any condition set forth in Article VII or Article VIII, as applicable, would not VIII to be satisfied if such event or circumstance existed on unsatisfied in any material respect at any time from the date of this Agreement to the Closing Date. Date and (cii) No information received any failure of the Company, or any of its officers, directors, employees or agents, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by a party it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.11 nor 6.5(a) shall not limit or otherwise affect the remedies available hereunder to Parent. (b) Parent shall give prompt notice to the Company of (i) the occurrence, or non-occurrence of any information received event whose occurrence, or learned non-occurrence would be likely to cause any representation or warranty of Parent and Purchaser contained in this Agreement to be materially untrue or inaccurate at any time from the date of this Agreement to the Effective Time or (ii) any action, proceeding, injunction or other order, decree, judgment or ruling by a party court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission of competent jurisdiction applicable to Purchaser, but not to the Company, in connection with the Merger and the Transactions and (iii) any failure of Parent or Purchaser, or any of its representatives their respective officers, directors, employees or agents, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to an investigation made under this Section 5.11 6.5(b) shall be deemed to (A) qualify, modify, amend not limit or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions hereunder to the obligations of such party to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicableCompany.

Notification of Certain Matters. (a) The Company shall (i) give prompt written notice to each Purchaser of any written notice or other written communication from any Person alleging that the consent of such Person which is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice to each Purchaser of the commencement of Parent if, at any investigation, inquiry time (i) any Change occurs or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance exists that would result in any representation or warranty of the Company contained in this Agreement that is qualified as to materiality or Company Material Adverse Effect not being true and accurate in any respect as if such Purchaserrepresentation or warranty were made at such time, as applicable, being untrue or any covenant such representation or warranty that is not so qualified not being true and accurate in any material respect as if such representation or warranty were made at such time, or (ii) the Company 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; provided, however, that no such notification shall be deemed to cure any breach or otherwise affect the representations, warranties, covenants or agreements of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of the parties hereunder. Without limiting the foregoing, the Company shall, within 24 hours after it has notice of any of the following, notify the Parent of: (i) any notice or other communication from any person alleging that the consent of such party to consummate person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement; (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge, threatened against, relating 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 Agreement set forth or which relate to the transactions contemplated hereby. (b) The Parent shall give prompt notice to the Company if, at any time (i) any Change occurs or exists that would result in Article VII any representation or Article VIIIwarranty of the Parent or the Merger Sub contained in this Agreement that is qualified as to materiality not being true and accurate in any respect as if such representation or 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 respect as applicableif such representation or warranty were made at such time, or (ii) the Parent or the Merger Sub fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by them under this Agreement; provided, however, that no such notification shall be deemed to cure any breach or otherwise affect the representations, warranties, covenants or agreements of the Parent or the Merger Sub or the conditions to the obligations of the parties hereunder.

Notification of Certain Matters. (a) The Company Agribrands shall give prompt notice to Ralcorp if any of the following occurs after the date of this Agreement: (i) give prompt written any notice to each Purchaser 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 Agribrands Material Contract; (ii) receipt of any written notice or other written communication in writing from any Person third party alleging that the consent Consent of such Person which third party is or may be required in connection with the transactions contemplated by this Agreement is Agreement, other than a Consent disclosed pursuant to Section 4.5 or 4.6 above or not likely required to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material disclosed pursuant to the Company and its Subsidiaries taken as a whole terms thereof; (iii) receipt of any material notice or would materially impair other communication from any Governmental Authority (including, but not limited to, the ability of the Company to consummate NYSE or any other securities exchange) in connection with the transactions contemplated hereby or perform its obligations hereunder, and by this Agreement; (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (iiv) the Company shall give prompt notice to each Purchaser occurrence of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries an Event which would reasonably be expected to be adverse and material have an Agribrands Material Adverse Effect; (v) the commencement or threat of any Litigation involving or affecting Agribrands or any Agribrands Subsidiary, or any of their respective properties or assets, or, to the Company and its Subsidiaries taken knowledge, any employee, agent, director or officer of Agribrands or any Agribrands Subsidiary, in his or her capacity as such or as a whole or would materially impair fiduciary under a Benefit Plan of Agribrands, which, if pending on the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicabledate hereof, would not be satisfied if such event have been required to have been disclosed in or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received Agreement or learned by a party which relates to the consummation of the Agribrands Merger, or any of its representatives material development in connection with any Litigation disclosed by Agribrands in or pursuant to an investigation made under this Section 5.11 shall Agreement or the Agribrands Securities Filings; (vi) the occurrence of any Event that would reasonably be deemed expected to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of cause a breach by Agribrands of any provision of this Agreement, or and (Dvii) limit or restrict the ability occurrence of such party to invoke or rely onany Event that, or effect the satisfaction of, the conditions had it occurred prior to the obligations date of such party to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIIIwithout any additional disclosure hereunder, as applicablewould have constituted a breach by Agribrands of any provision of this Agreement.

Notification of Certain Matters. Each of Gart and the Company shall give prompt notice to the other of: (a) The any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default, received by it or any of its Subsidiaries subsequent to the date hereof and prior to the Effective Time, under any Contract material to the financial condition, properties, business or results of operations of such party taken as a whole to which such party, or any Subsidiary of such party, is a party or is subject; and (b) any material adverse change in the condition (financial or other), properties, assets, business, results of operations or prospects of it and its Subsidiaries taken as a whole, or the occurrence of any event that, so far as reasonably can be foreseen at the time of its occurrence, is reasonably likely to result in any such change. Each of Gart and the Company shall (i) give prompt written notice to each Purchaser the other party of any written notice or other written communication from any Person third party alleging that the consent of such Person which third party is or may be required in connection with the transactions contemplated by this Agreement is not likely hereby. In the event that, at any time prior to the Closing, the Company becomes aware of any matter that, if existing or known as of the date hereof, would have been required to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to set forth or described in the Company and its Subsidiaries taken as a whole Disclosure Schedule or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice to each Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in otherwise have rendered any representation or warranty of the Company or any of its Subsidiaries set forth herein false, the Company shall promptly provide written notice of such Purchasermatters to Gart. In the event that, at any time prior to the Closing, Gart becomes aware of any matter that, if existing or known as applicableof the date hereof, being untrue would have been required to be set forth or described in the Gart Disclosure Schedule or would otherwise have rendered any representation or warranty of Gart or any covenant of its Subsidiaries set forth herein false, Gart shall promptly provide written notice of such matters to the Company. However, no such notice provided under this Section 7.16 shall be deemed to cure any breach of any representation or agreement warranty made herein, whether for purposes of the Company determining whether or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII 8 have been satisfied or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Dateotherwise. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicable.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) give prompt written notice to each Purchaser of any written notice or other written 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 which is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to ClosingTransactions, 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 (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 Transactions. (b) Between the date hereof and the Effective Time, Parent will confer in good faith on a regular basis with one or more representatives of the Company designated to Parent regarding satisfaction of the conditions to Closing set forth in Article VI of this Agreement. Parent acknowledges that the Company does not and will not waive any rights it may have under this Agreement as a result of such consultations. If any event or matter arises after the date of this Agreement which, if existing or occurring at the date of this Agreement, (i) would have been required to be set forth or described by the Company in the Company Disclosure Schedule or (ii) would have caused a representation or warranty in Article III or Article IV hereof, as applicable, to be violated as of such date, then the Company or Parent, as applicable, shall, for informational purposes only, deliver to Parent or the Company, as applicable, updated disclosures to reflect such event or matter as of the Effective Time (except that with respect to Section 3.7, the IRS audit disclosed on Section 3.10 of the Company Disclosure Schedule or any notification from a Governmental Authority with respect to federal licensing matters, then the Company shall, for informational purposes only, deliver to Parent updated disclosures to reflect such event or matter on or before the first business day following the tenth day after the end of each month prior to the Effective Time and at the Effective Time); provided, however, that such supplemental disclosure shall not be required to disclose any such event or matter and the Company Disclosure Schedule shall not be required to be updated with respect to representations or warranties that are expressly made as of a specific date. Notwithstanding anything to the contrary in this Section 5.7(b), the receipt or acceptance by Parent of any updated Company Disclosure Schedule shall not constitute a waiver of any inaccuracies or breaches of any representation or warranty made or to be made by the Company, shall not be deemed disclosed for purposes of determining satisfaction of the condition contained in Section 6.2(a), and shall not prevent Parent from terminating this Agreement pursuant to Section 7.1(c)(i) at any time at or prior to the Closing Date in accordance with the terms of this Agreement. (c) If any event or matter arises after the date of this Agreement that has had, or would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as have, a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunderMaterial Adverse Effect, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice promptly after becoming aware of such event or matter communicate the occurrence of such event or matter to each Purchaser Parent and in any event shall communicate such event or matter to Parent in writing within five days of first becoming aware of such event or matter. Notwithstanding anything to the commencement contrary in this Section 5.7(c), the receipt or acceptance by Parent of any investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as such communication shall not constitute a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, waiver of any event inaccuracies or circumstance that would result in breaches of any representation or warranty made or to be made by the Company, shall not be deemed disclosed for purposes of determining satisfaction of the Company condition contained in Section 6.2(a), and shall not prevent Parent from terminating this Agreement pursuant to Section 7.1(c)(i) at any time at or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on prior to the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of Date in accordance with the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach terms of this Agreement, . The Company shall use reasonable best efforts to promptly furnish to Parent notification of any pending or (D) limit threatened bankruptcy or restrict similar proceeding known to the ability of such Company involving any party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicableany Material Contract.

Notification of Certain Matters. (a) The Company shall Between the date hereof and the Closing, each party to this Agreement will give prompt notice in writing to the other party hereto of: (i) give prompt written notice to each Purchaser any information that indicates that any representation and warranty of such party contained herein was not true and correct as of the date made or will not be true and correct as of the Closing, (ii) the occurrence of any written event which could result in the failure to satisfy a condition specified in ARTICLE 6 or ARTICLE 7 hereof, as applicable, (iii) any notice or other written communication from any Person third person alleging that the consent of such Person which third person is or may be required in connection with the transactions contemplated by this Agreement, and (iv) in the case of the Stockholder and the Company, any notice of, or other communication relating to, any default or event which, with notice or lapse of time or both, would become a default under any Company Agreement is not likely to be obtained prior to Closingset forth on SCHEDULE 2.15. The Company and the Stockholder will (x) promptly advise UAG of any event that has, if the failure to obtain such consent would or could reasonably be expected in the future to be adverse have, a Material Adverse Effect on the Company, (y) confer on a regular and material frequent basis with one or more designated representatives of UAG to report operational matters and to report the general status of ongoing operations, and (z) notify UAG of any emergency or other change in the normal course of business or relating to the Real Property or Improvements of the Company and its Subsidiaries taken as a whole of any governmental complaints, investigations or would materially impair the ability of the Company to consummate the transactions contemplated hereby hearings (or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such communications indicating that the designated individuals same may be contemplated) or adjudicatory proceedings involving the Company, the Real Property or the Improvements and will receive electronic notice keep UAG fully informed of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company such events and permit UAG's representatives access to all materials prepared in connection therewith. The Stockholder shall give prompt notice to each Purchaser UAG of any notice or other communication from any third person asserting any right, title or interest in any of the Shares held by the Stockholder (including, without limitation, any threat to commence, or notice of the commencement of any investigation, inquiry action or review by any Governmental Entity other proceeding with respect to the Company Shares) or its Subsidiaries the occurrence of any other event of which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company such Stockholder has knowledge which could result in any failure to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty sale of the Company or such Purchaser, Shares as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Datecontemplated hereby. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicable.

Notification of Certain Matters. (a) The Company Between the date hereof and the Closing Date, Seller shall (i) give prompt written notice in writing to each Purchaser Buyer of: 5.4.1 the occurrence, or failure to occur, of any written event, which occurrence or failure would be likely to cause any representation and warranty of Seller contained in this Agreement to be untrue or inaccurate at any time between the date hereof and the Closing Date; 5.4.2 any notice or other written communication from any Person alleging that the consent Consent of such Person which is or may be required in connection with the transactions contemplated by this Agreement is not likely Contemplated Transactions; 5.4.3 any notice or other communication from any Governmental Body in connection with the Contemplated Transactions; [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 5.4.4 any actions, suits, claims, investigations or Proceedings commenced or threatened against Seller or relating to or involving or otherwise affecting Seller in each case which relate to the consummation of the Contemplated Transactions, the Acquired Assets or the Business; and 5.4.5 any failure of Seller, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be obtained prior to complied with or satisfied by it hereunder. Between the date hereof and the Closing, if Seller will notify Buyer of any emergency or other change in the failure to obtain such consent would reasonably be expected to be adverse and material to normal course of business or in the Company and its Subsidiaries taken as a whole or would materially impair the ability operation of the Company to consummate Acquired Assets or the transactions contemplated hereby or perform its obligations hereunderconduct of the Business, each as currently conducted, and of any governmental complaints, investigations or hearings (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such or communications indicating that the designated individuals will receive electronic notice same may be contemplated) or adjudicatory Proceedings involving any Acquired Assets or the conduct of the entry Business and will keep Buyer fully informed of any Bankruptcy Court Order. (b) To the extent such events and, if permitted by applicable LawLegal Requirements, (i) the Company shall give prompt notice will provide Representatives of Buyer access to each Purchaser of the commencement all materials prepared in connection therewith. The giving of any investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt such notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 5.4 shall be deemed to (A) qualify, modify, amend in no way change or otherwise affect any representations, warranties, conditions, covenants or other agreements modify the representations and warranties of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this AgreementParties, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party the Parties, contained herein or otherwise affect the remedies available to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicableParties hereunder.

Notification of Certain Matters. (a) The 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 IX and the Acceptance Time, the Company shall (i) give prompt written notice to each Purchaser Parent and Acquisition 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 written notice failure of the Company to comply with or other written communication from satisfy in any Person alleging material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in any such case if and only to the extent that such untruth or inaccuracy, or such failure, would reasonably be expected to cause any of the consent conditions to the obligations of Parent and Acquisition Sub to consummate the transactions contemplated hereby set forth in paragraphs (C)(2) and (C)(3) of Annex A to fail to be satisfied at the then scheduled expiration of the Offer; provided, however, that no such Person which is notification shall affect or may be required deemed to modify any representation or warranty of the Company set forth in connection with this Agreement or the conditions to the obligations of Parent and Acquisition Sub to consummate the transactions contemplated by this Agreement is not likely 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 7.13(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 IX and the Acceptance Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Acquisition Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Acquisition Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be obtained prior complied with or satisfied by it under this Agreement, in any such case if and only to Closingthe extent that such untruth or inaccuracy, if the failure to obtain or such consent failure, would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole prevent, materially delay or would materially impair the ability of Parent and Acquisition Sub to consummate the Merger and the transactions contemplated by this Agreement (including the Offer and the Merger) or the ability of Parent and Acquisition 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 Acquisition Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated hereby by this Agreement or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser the remedies available to the electronic notification system such parties hereunder; and provided further, that the designated individuals will receive electronic notice terms and conditions of the entry of Confidentiality Agreement shall apply to any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice to each Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity with respect information provided to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicable7.13(b).

Notification of Certain Matters. (a) The Company From time to time prior to the Initial Closing, the Parties shall (i) give prompt written notice promptly supplement or amend the Guarantors Disclosure Schedule or the Purchaser Disclosure Schedule, as applicable, with respect to each any matter arising after the delivery thereof pursuant hereto that, if existing at, or occurring on, the date of this Agreement, would have been required to be set forth or described in the Guarantors Disclosure Schedule or the Purchaser Disclosure Schedule, as applicable. No supplement to or amendment of the Guarantors Disclosure Schedule or the Purchaser Disclosure Schedule, as applicable, made after the execution hereof pursuant to this section or otherwise shall be deemed to cure any breach of any written notice representation of or other written communication from any Person alleging that the consent of such Person which is or may be required in connection with the transactions contemplated by warranty made pursuant to this Agreement is not likely to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court OrderAgreement. (b) To Each Party shall give notice to the extent permitted by applicable Law, other Party promptly after becoming aware of (i) the Company shall give prompt notice to each Purchaser of the commencement occurrence or non-occurrence of any investigation, inquiry event whose occurrence or review by non-occurrence would be likely to cause either (A) any Governmental Entity with representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Company Initial Closing Date or its Subsidiaries which would reasonably be expected (B) any condition set forth in ARTICLE VII to be adverse and unsatisfied in any material respect at any time from the date hereof to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, Initial Closing Date and (ii) any material failure of the Company shall give prompt notice to each PurchaserInitial Sellers, and each Purchaser shall give written prompt notice to or the Company, Company Subsidiaries, or any of their respective officers, directors, employees or agents thereof on the one hand, or any material failure of Purchaser, Purchaser Subsidiaries, or any of their respective officers, directors, employees or agents thereof on the other hand, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied hereunder; provided, however, that (x) the delivery of any event or circumstance that would result in any representation or warranty of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party notice pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 section shall be deemed to (A) qualify, modify, amend not limit or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions hereunder to the obligations party receiving such notice and (y) the failure to give such notice shall not be required from and after the time the Party to whom such notice is to be given has actual knowledge of the information required to be included in such party to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicablenotice.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent and Sub, and Parent and Sub shall give prompt notice to the Company and the Special Committee, of (x) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (y) any material failure of the Company, Parent or Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.7 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice. (b) The Company also shall give prompt notice to Parent, and Parent or Sub shall give prompt notice to the Company and the Special Committee, of: (i) give prompt written notice to each Purchaser of any written notice or other written communication from any Person person alleging that the consent of such Person which person is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole Agreement; (ii) any notice or would materially impair the ability of the Company to consummate other communication from any Governmental Entity in connection with the transactions contemplated hereby by this Agreement; (iii) any actions, suits, claims, investigations or perform its obligations hereunderproceedings commenced or, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that best of its knowledge, threatened against, relating to or involving or otherwise affecting it or any of its Subsidiaries or which relate to the designated individuals will receive electronic notice consummation of the entry transactions contemplated by this Agreement; and (iv) any occurrence of any Bankruptcy Court Order. (b) To the extent permitted by applicable Lawevent having, (i) the Company shall give prompt notice to each Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation a Material Adverse Effect or warranty of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed a material adverse effect on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke perform its obligations under this Agreement or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement set forth hereby. (c) Parent and Sub shall give prompt notice to the Company and the Special Committee of any material development with respect to the Financing described in Article VII or Article VIIIthe Financing Letters that would reasonably be expected to result in (i) the conditions precedent to the Financing described in the Financing Letters not being satisfied, as applicable.or

Notification of Certain Matters. (a) The From and after the date of this Agreement until the earlier to occur of the Effective Time or termination of this Agreement in accordance with its terms, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the discovery of any fact or circumstance, or the occurrence, or non-occurrence, of any event which would reasonably be expected to cause any condition to the obligation of any party to effect the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed, and (ii) any failure of the Company, Parent, Midco or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement which would reasonably be expected to cause any condition to the obligation of any party to effect the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed; provided, however, that the delivery of any notice pursuant to this Section 7.07 shall not (A) cure any breach of, or non-compliance with, any other provision of this Agreement, (B) be deemed to amend or supplement the Company Disclosure Schedule, or (C) limit or otherwise affect the remedies available hereunder to the party receiving such notice. (b) From and after the date of this Agreement until the earlier to occur of the Effective Time or termination of this Agreement in accordance with its terms, the Company shall give prompt written notice to each Purchaser Parent, and Parent shall give prompt notice to the Company, of (i) any written notice or other written communication from any Governmental Authority in connection with the Transactions or from any Person alleging that the consent of such Person which is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, Transactions; and (ii) facilitate adding such individuals as designated by each Purchaser any Actions commenced or, to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice to each Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty Knowledge of the Company or such Purchaser, the Knowledge of Parent (as applicable), being untrue threatened against, relating to or any covenant involving or agreement of otherwise affecting the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives Subsidiaries or Parent or Merger Sub, as the case may be, that would have been required to have been disclosed by such Person pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualifyany of such Person’s representations and warranties contained herein, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available that relate to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the Person’s ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicableTransactions.

Notification of Certain Matters. (a) The Company shall agrees to give prompt notice to Parent and Merger Sub of (i) give prompt written notice to each Purchaser of any written notice or other written communication received from any Person alleging that the consent of such Person which is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to ClosingTransactions, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to any written notice from any Governmental Authority in connection with the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable LawTransactions, (iiii) the Company shall give prompt notice any actions, suits, claims, investigations or proceedings commenced or, to each Purchaser of the commencement of any investigationits knowledge, inquiry threatened against, relating to or review by any Governmental Entity with respect to involving or otherwise affecting the Company or any of its Subsidiaries which that, if pending on the date of this Agreement, would reasonably be expected have been required to be adverse and material have been disclosed pursuant to any Section of this Agreement or that relate to the Company and its Subsidiaries taken as a whole or would materially impair the ability consummation of the Company to consummate the transactions contemplated hereby or perform its obligations hereunderTransactions, and (iiiv) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, any inaccuracy of any event or circumstance that would result in any representation or warranty of the Company contained in this Agreement at any time during the term hereof that could reasonably be expected to cause any Offer Condition not to be satisfied, or such Purchaser, as applicable, being untrue or (v) any covenant or agreement failure of the Company to comply with or such Purchasersatisfy any covenant, as applicable, not being performed condition or agreement to be complied with or satisfied by it hereunder if such failure to comply or satisfy could reasonably be expected to cause any Offer Condition not to be satisfied. (b) Each of Parent and Merger Sub agrees to give prompt notice to the Company of (i) any written notice received from any Person alleging that the consent of such Person is required in connection with the Transactions, (ii) any written notice from any Governmental Authority in connection with the Transactions, (iii) any actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting Parent or any of its Subsidiaries that, in each such case, if pending on the conditions set forth in Article VII or Article VIII, as applicabledate of this Agreement, would have been required to have been disclosed pursuant to any Section of this Agreement or that relate to the consummation of the Transactions, (iv) any inaccuracy of any representation or warranty of Parent or Merger Sub contained in this Agreement at any time during the term hereof that could reasonably be expected to cause any Offer Condition not to be satisfied, or (v) any failure of Parent or Merger Sub to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder if such event failure to comply or circumstance existed on the Closing Datesatisfy could reasonably be expected to cause any Offer Condition not to be satisfied. (c) No information received In no event shall the delivery of any notice by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend 6.6 limit or otherwise affect any the respective rights, obligations, representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend parties or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by parties under this Agreement set forth in Article VII or Article VIII, as applicableAgreement.

Notification of Certain Matters. (a) The Company shall (i) give prompt written notice to each Purchaser of any written notice or other written communication from any Person alleging that the consent of such Person which is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice to each Purchaser ------------------------------- Parent of (i) the commencement occurrence or nonoccurrence of any investigationevent, inquiry the occurrence or review by any Governmental Entity with respect to the Company or its Subsidiaries nonoccurrence of which would reasonably be expected likely to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and cause (iia) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty of the Company or such Purchaser, as applicable, being that is not qualified by materiality contained in Article V of this Agreement to be untrue or inaccurate in any covenant material respect at or agreement prior to the consummation of the Offer or (b) any representation or warranty of the Company that is qualified by materiality contained in Article V of this Agreement to be untrue or such Purchaserinaccurate in any respect at or prior to the consummation of the Offer, as applicableand (ii) any failure of the Company to comply with or satisfy in any material respect any covenant, not being performed condition, or agreement to be complied with or satisfied by the Company hereunder. Company shall give prompt notice to Parent if there occurs any event which has resulted in or is reasonably likely to result in a Material Adverse Effect on the Company or, subject to the fiduciary duties of the board of directors of the Company, will prevent or result in a third party materially delaying the consummation of the Offer or the Merger. The Company shall provide to Parent copies of all filings made by the Company with any Governmental Entity in connection with this Agreement and the transactions contemplated hereby. Parent shall give prompt notice to Company of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause (a) any representation or warranty of Parent or Newco that is not qualified by materiality contained in Article IV of this Agreement to be untrue or inaccurate in any material respect at or prior to the consummation of the Offer or (b) any representation or warranty of the Parent or Newco that is qualified by materiality contained in Article IV of this Agreement to be untrue or inaccurate in any respect at or prior to the consummation of the Offer and (ii) any failure of Parent to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by Parent hereunder. Parent shall give prompt notice to the Company if there occurs any event which has resulted in or is reasonably likely to result in a Material Adverse Effect on Parent or will prevent or result in a third party materially delaying the consummation of the Offer or the Merger. The Company shall provide to Parent copies of all filings made by the Company with any Governmental Entity in connection with this Agreement and the transactions contemplated hereby. Parent shall provide to the Company copies of all filings made by Parent with any Governmental Entity in connection with this Agreement and the transactions contemplated hereby. The delivery of any notice pursuant to this Section shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such thatnotice, in each such case, (ii) modify the conditions set forth in Article VII Articles VIII and IX, or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (ciii) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend limit or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions hereunder to the obligations of party receiving such party to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicablenotice.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent if any of the following occurs after the date of this Agreement: (i) give prompt written any notice to each Purchaser 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; (ii) receipt of any written notice or other written communication in writing from any Person person alleging that the consent Consent of such Person which person is or may be required in connection with the transactions contemplated by this Agreement Agreement, other than a Consent disclosed pursuant to Section 3.5, 3.6 or 3.14(d)(ii) above or not required to be disclosed pursuant to the terms thereof; (iii) receipt of any material notice or other communication from any Governmental Authority (including, but not limited to, the NASD, any securities exchange or the FCC) in connection with the transactions contemplated by this Agreement; (iv) the occurrence of any Event or Events which individually or in the aggregate, is not reasonably likely to be obtained have a Company Material Adverse Effect; (v) the commencement or threat of any Litigation involving or affecting the Company or any Company Subsidiary, or any of their respective properties or assets, or, to its knowledge, any employee, agent, director or officer of the Company or any Company Subsidiary, in his or her capacity as such or as a fiduciary under a Benefit Plan of the Company, which, if pending on the date hereof, would have been required to have been disclosed in or pursuant to this Agreement or which relates to the consummation of the Merger, or any material development in connection with any Litigation disclosed by the Company in or pursuant to this Agreement or the Securities Filings; (vi) the occurrence of any Event that causes or is reasonably likely to cause a breach by the Company of any provision of this Agreement, and (vii) the occurrence of any Event that, had it occurred prior to Closingthe date of this Agreement without any additional disclosure hereunder, if would have constituted a Company Material Adverse Effect. If the failure Company receives an administrative or other order or notification relating to obtain such any violation or claimed violation of the rules and regulations of the FCC, or of any other Governmental Entity, that could affect Parent's, Merger Sub's or the Company's ability to consummate the transactions contemplated hereby, or should the Company become aware of any fact (including any change in law or regulations (or any interpretation thereof) by the FCC) that is reasonably likely to cause the FCC to withhold its consent would reasonably be expected to be adverse and material to the transfer of control of the Company FCC Licenses contemplated hereunder, the Company shall promptly notify the Parent and its Subsidiaries taken the Company shall use reasonable best efforts to take such steps as a whole or would materially impair the ability may be necessary, to remove any such impediment of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice to each Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicable.

Notification of Certain Matters. The Company shall give prompt notice to Parent and Purchaser, and Parent and Purchaser shall give prompt notice to the Company, of the occurrence or non-occurrence of any event whose occurrence or non-occurrence, as the case may be, would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate as if made as of any time prior to the Effective Time, such that the conditions set forth in Annex I or Article VII may not be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.1 shall not (a) The limit or otherwise affect the remedies available hereunder to the party receiving such notice or the representations or warranties of the parties, or the conditions to the obligations of the parties hereto or (b) cure any breach of, or noncompliance with, any other provision of this Agreement. Furthermore, the Company shall give prompt notice to Parent and Purchaser, and Parent and Purchaser shall give prompt notice to the Company, of (i) give prompt written notice to each Purchaser of any written notice or other written communication received by such party from any Governmental Entity in connection with this Agreement, the Merger or the Transactions, or from any Person alleging that the consent of such Person which is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to ClosingMerger or the Transactions, if the subject matter of such communication or the failure of such party to obtain such consent would reasonably could be expected to be adverse and material to the Company and its Subsidiaries taken as a whole Company, the Surviving Corporation or would materially impair Parent or the ability consummation of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, Transactions and (ii) facilitate adding any actions, suits, claims, investigations or proceedings commenced or, to such individuals as designated by each Purchaser party’s knowledge, threatened against, relating to or involving or otherwise affecting such party which relate to this Agreement, the electronic notification system such that Merger or the designated individuals will receive electronic notice of Transactions. Without limiting the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Lawforegoing, (i) the Company shall give prompt notice to each Purchaser keep Parent apprised of the commencement of any investigation, inquiry all developments (whether beneficial or review by any Governmental Entity adverse) with respect to regulatory matters, including on-going remediation and other efforts concerning the Company FDA or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunderany other Governmental Entity, and (ii) the Company shall give prompt notice to each Purchaserany other inquiries, and each Purchaser shall give written prompt notice to the Company, of any event investigations or circumstance that would result in any representation or warranty of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information litigation set forth in the Company Disclosure Letter, (C) limit or restrict including the remedies available to such party under this Agreementstatus thereof and any changes thereto. The Company shall also provide Parent with copies of internal reports, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict financial data and interim results as prepared in the ability ordinary course by Company personnel for review by senior management contemporaneously with circulation of such party materials to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicablesenior management.

Notification of Certain Matters. (a) The Company shall (i) give prompt written notice to each Purchaser of any written notice or other written communication from any Person alleging that the consent of such Person which is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice to each Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunderParent, and (ii) the Company Parent shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of (i) the occurrence, or nonoccurrence, of any event or circumstance that which would result in be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate and (ii) any failure by such party (or the Merger Sub, in the case of the Company Parent) to comply with or such Purchasersatisfy any covenant, as applicable, being untrue or any covenant condition or agreement of the Company or such Purchaser, as applicable, not being performed or to be complied with such thator satisfied by it hereunder; provided, in each such casehowever, that the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party delivery of any notice pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 6.3 shall be deemed to (A) qualify, modify, amend not limit or otherwise affect the remedies available hereunder to the party receiving such notice. If any representationsevent or matter arises after the date of this Agreement which, warranties, conditions, covenants if existing or other agreements occurring at the date of the other party set forth in this Agreement, (B) amend or otherwise supplement the information would have been required to be set forth or described in the Company Disclosure LetterLetter or which is necessary to correct any information in the Company Disclosure Letter which has been rendered inaccurate thereby, (C) limit then the Company shall promptly supplement, or restrict amend, and deliver to the remedies available Parent the Company Disclosure Letter which it has delivered pursuant to such party under this Agreement. If any event or matter arises after the date 39 45 of this Agreement which, applicable Law if existing or otherwise arising out of a breach occurring at the date of this Agreement, would have been required to be set forth or (D) limit described in the Parent Disclosure Letter or restrict which is necessary to correct any information in the ability of such party to invoke or rely onParent Disclosure Letter which has been rendered inaccurate thereby, then the Parent shall promptly supplement, or effect the satisfaction ofamend, the conditions and deliver to the obligations of such party Company the Parent Disclosure Letter which it has delivered pursuant to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicableAgreement.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent of (i) give prompt written notice to each Purchaser the occurrence, or non-occurrence, of any written notice event the occurrence, or other written communication from non-occurrence, of which would be likely to cause (x) any Person alleging representation or warranty of the Company contained in this Agreement that is qualified as to materiality to be untrue or inaccurate or any such representation or warranty that is not so qualified to be untrue or inaccurate in any material respect or (y) the consent Company to be unable to comply in any material respect with any of such Person which is its covenants or may be required agreements contained in connection with this Agreement or (z) any condition to the obligations of Parent to consummate the transactions contemplated by this Agreement is not likely becoming incapable of being satisfied and (ii) any failure of the Company to comply with any covenant or agreement to be obtained prior complied with by it hereunder; provided, however, that the delivery of any notice pursuant to Closing, if this Section 5.03(a) shall not limit or otherwise affect the failure remedies available to obtain such consent would reasonably be expected to be adverse and material Parent under this Agreement. (b) Parent shall give prompt notice to the Company and of (i) the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which would be likely to cause (x) any representation or warranty of Parent or Merger Sub contained in this Agreement that is qualified as to materiality to be untrue or inaccurate or any such representation or warranty that is not so qualified to be untrue or inaccurate in any material respect or (y) Parent or Merger Sub to be unable to comply in any material respect with any of its Subsidiaries taken as a whole covenants or would materially impair agreements contained in this Agreement or (z) any condition to the ability obligations of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, by this Agreement becoming incapable of being satisfied and (ii) facilitate adding such individuals as designated by each Purchaser any failure of Parent or Merger Sub to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice to each Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity comply with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or to be complied with such thatby it hereunder; provided, in each such casehowever, that the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party delivery of any notice pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 5.03(b) shall be deemed to (A) qualify, modify, amend not limit or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party the Company under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicable.

Notification of Certain Matters. (a) The Company and Parent shall promptly notify each other of (ia) give prompt written notice to each Purchaser of any written notice or other written communication received by such party from any Governmental Entity in connection with the transactions contemplated hereby or from any Person alleging that the consent of such Person which is or may be required in connection with the transactions contemplated by this Agreement is not likely hereby, (b) any other notice or communication from any Governmental Entity in connection with the transactions contemplated hereby, (c) any Action commenced or, to be obtained prior such party’s knowledge, threatened against, relating to Closing, if the failure to obtain or involving or otherwise affecting such consent would reasonably be expected to be adverse and material to the Company and party or any of its Subsidiaries taken as a whole or would materially impair the ability of the Company which relate to consummate the transactions contemplated hereby or perform its obligations hereunder(d) any change, and condition or event (i) that renders or would reasonably be likely to render any representation or warranty of such party set forth in this Agreement (disregarding any materiality qualification contained therein) to be untrue or inaccurate in any material respect or (ii) facilitate adding that results or would reasonably be likely to result in any failure of such individuals as designated by each Purchaser party to comply with or satisfy in any material respect any covenant, condition or agreement (including any of the Offer Conditions) to be complied with or satisfied hereunder; provided, however, that no such notification shall affect any of the representations, warranties, covenants, rights or remedies, or the conditions to the electronic notification system such that obligations of, the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Orderparties hereunder. (b) To In furtherance of and not in limitation of any other provision of this Agreement, to the extent permitted by applicable Law, the Company will keep Parent informed on a current basis of any developments concerning Apraglutide and any material developments concerning any other Products (including the occurrence of any adverse event concerning Apraglutide and any serious adverse event concerning any other Products), meetings (including videoconferences or calls), conferences, discussions or negotiations relating to the Products (including in relation to any clinical trial relating to a Product). Without limiting the generality of the foregoing, to the extent permitted by applicable Law, the Company will (i) the Company shall give prompt notice to each Purchaser of the commencement (A) promptly inform Parent of any investigationmeetings concerning Apraglutide and any material meetings concerning any other Products (including videoconferences or calls), inquiry conferences, filings, submissions, discussions, negotiations, correspondence or review other activities or communications made by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty on behalf of the Company or such Purchaser, as applicable, being untrue any of its Subsidiaries or any covenant of their respective contract manufacturing organizations, contract research organizations or agreement other Collaboration Partners to, between or with the FDA, the European Medicines Agency (“EMA”) or any other Governmental Entity performing functions similar to those performed by the FDA or EMA relating to any Product and (B) with respect to activities or communications relating to or concerning Apraglutide, not carry out or agree to carry out any of the Company foregoing activities or communications without prior consultation with Parent (and consider in good faith the views and comments of Parent in connection with, and reasonably in advance of, any such Purchaseractivity or communication, as applicableand, not being performed to the extent requested by Parent to participate in any such activity or complied communication), (ii) promptly furnish Parent with all such thatfilings, in each such casesubmissions, and written correspondence and communications, and (iii) (A) without limiting the conditions restrictions set forth in Article VII ‎Section 4.2, promptly inform Parent of any change to any study protocol concerning Apraglutide and any material change to any study protocol concerning any other Products, adding any new trial, making any change to a manufacturing plan or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party process concerning Apraglutide or any of its representatives pursuant material change to an investigation made under this Section 5.11 shall be deemed a manufacturing plan or process concerning any other Products, making any change to (A) qualifya development timeline or plan concerning Apraglutide or any material change to a development timeline or plan concerning any other Products, modify, amend or otherwise affect initiating or making any representations, warranties, conditions, covenants change to Apraglutide or any material change to any other agreements of the other party set forth in this Agreement, Product and (B) amend with respect to changes relating to or otherwise supplement concerning Apraglutide, shall not carry out or agree to carry out any such change without prior consultation with Parent (and consider in good faith the information set forth views and comments of Parent in the Company Disclosure Letterconnection with, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction and reasonably in advance of, the conditions to the obligations of any such party to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicablechange).

Notification of Certain Matters. If Parent (aor its Affiliates) The or the Company shall (i) give prompt written notice receives an administrative or other order or notification relating to each Purchaser any violation or claimed violation of the rules and regulations of the FCC, or of any written notice Governmental Entity, that could affect Parent's, Sub's or other written communication from any Person alleging that the consent of such Person which is or may be required in connection with Company's ability to consummate the transactions contemplated hereby, or should Parent (or its Affiliates) or the Company become aware of any fact (including any change in law or regulations (or any interpretation thereof by this Agreement is not likely the FCC)) relating to be obtained prior to Closing, if the failure to obtain such consent would qualifications of Parent (and its controlling Persons) that reasonably could be expected to be adverse and material cause the FCC to withhold its consent to the transfer of control of the FCC Licenses contemplated hereunder, Parent or the Company, as the case may be, shall promptly notify the other party thereof and the Company and its Subsidiaries taken shall use all reasonable efforts to take such steps as a whole or would materially impair the ability may be necessary, to remove any such impediment of the Company to consummate the transactions contemplated hereby by this Agreement. In addition, Parent or perform its obligations hereunderthe Company, and (ii) facilitate adding such individuals as designated by each Purchaser the case may be, shall give to the electronic notification system such that the designated individuals will receive electronic other party prompt written notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice occurrence, or failure to each Purchaser of the commencement occur, of any investigationevent of which it becomes aware that has caused or that would be likely to cause any representation or warranty of Parent and Sub or the Company, inquiry as the case may be, contained in this Agreement to be untrue or review by inaccurate at any Governmental Entity with respect time from the date hereof to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunderClosing Date, and (ii) the Company shall give prompt notice to each Purchaser, failure of Parent and each Purchaser shall give written prompt notice to Sub or the Company, of as the case may be, or any event officer, director, employee or circumstance that would result agent thereof, to comply with or satisfy in any representation material respect any covenant, condition or warranty agreement to be complied with or satisfied by it hereunder. No such notification shall affect the representations or warranties of the Company parties or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the their respective obligations of such party to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicablehereunder.

Notification of Certain Matters. Subject to applicable Law, (a) The the Company shall give prompt notice to Acquiror, and Acquiror shall give prompt notice to the Company, of the occurrence or non-occurrence of any event or circumstance whose occurrence or non-occurrence would be reasonably likely to cause either (i) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Effective Time or (ii) any condition to the Merger to be unsatisfied at the Effective Time and (b) the Company shall give prompt written notice to Acquiror, and Acquiror shall give prompt notice to the Company, of any failure of the Company, Acquiror, Acquisition Sub or any officer, director, employee, agent or representative of the Company, Acquiror or Acquisition Sub, as applicable, to comply with or satisfy any covenant or agreement to be complied with or satisfied by it under this Agreement, which failure would be reasonably likely to cause any condition to the Merger to be unsatisfied at the Effective Time and (c) the Company shall give prompt notice to Acquiror, and Acquiror shall give prompt notice to the Company, of any substantive communication from any Governmental Entity regarding any material Action commenced or, to the Knowledge of the Company or Acquiror, as applicable, threatened, with respect to the Transactions against Acquiror, the Company or any of their respective Subsidiaries, properties or assets, officers, directors or employees, and each Purchaser of Acquiror and the Company shall permit the other party to review and discuss in advance, and consider in good faith the views of the other party in connection with, and a reasonable opportunity to participate in any proposed communication with any Governmental Entity with respect to such an Action; provided, however, that the delivery of any notice pursuant to this Section 6.4 shall not limit or otherwise affect the remedies available under this Agreement to the party receiving such notice. The Company and Acquiror shall each promptly notify the other of any written notice or other written communication from any Person alleging that the consent of such Person which is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Transactions. The Company and its Subsidiaries taken as a whole or would materially impair Acquiror shall each promptly notify the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry other of any Bankruptcy Court Order. (b) To the extent permitted by applicable LawActions commenced or, (i) the Company shall give prompt notice to each Purchaser of the commencement of any investigationits Knowledge, inquiry threatened against, relating to or review by any Governmental Entity with respect to the Company involving or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty of the Company or otherwise affecting such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant Subsidiaries which relate to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements the consummation of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicableTransactions.

Notification of Certain Matters. (a) The Company shall give prompt notice to the Parent if any of the following occurs after the date of this Agreement: (i) give prompt written any notice to each Purchaser 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 Company Material Contract; (ii) receipt of any written notice or other written communication in writing from any Person person alleging that the consent of such Person which person is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to Closing, if Transactions; (iii) receipt of any notice or other communication from any Governmental Authority in connection with the failure to obtain such consent would Transactions; (iv) the occurrence or non-occurrence of any fact or event which could reasonably be expected to cause any covenant, condition or agreement hereunder not to be adverse and complied with or satisfied in any material to respect; (v) the commencement or threat of any litigation involving or affecting the Company and its Subsidiaries taken as or any Company Subsidiary, or any of their respective properties or assets; (vi) the occurrence or non-occurrence of any fact or event that causes or is reasonably likely to cause a whole or would materially impair the ability breach by Company of the Company to consummate the transactions contemplated hereby or perform its obligations hereunderany provision of this Agreement, and (iivii) facilitate adding such individuals as designated by each Purchaser the occurrence of any event that, had it occurred prior to the electronic notification system such that the designated individuals will receive electronic notice date of the entry of this Agreement without any Bankruptcy Court Orderadditional disclosure hereunder, would have constituted a Company Material Adverse Effect. (b) To the extent permitted by applicable Law, (i) the Company Parent shall give prompt notice to each Purchaser the Company if any of the commencement following occurs after the date of this Agreement: (i) receipt of any investigation, inquiry notice or review by other communication in writing from any person alleging that the consent of such person is or may be required in connection with the Transactions; (ii) receipt of any notice or other communication from any Governmental Entity Authority in connection with respect to the Company Transactions; (iii) the occurrence or its Subsidiaries non-occurrence of any fact or event which would could reasonably be expected to cause any covenant, condition or agreement hereunder not to be adverse and complied with or satisfied in any material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and respect; (iiiv) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, commencement or threat of any event litigation involving or circumstance that would result in any representation or warranty of the Company or such Purchaseraffecting Parent, as applicableMerger Sub, being untrue Acquisition Sub or any covenant or agreement other Subsidiary of the Company or such PurchaserParent, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant their respective properties or assets; (v) the occurrence or non-occurrence of any fact or event that causes or is reasonably likely to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of cause a breach by Parent, Merger Sub or Acquisition Sub of any provision of this Agreement, or and (Dvii) limit or restrict the ability occurrence of such party to invoke or rely onany event that, or effect the satisfaction of, the conditions had it occurred prior to the obligations date of such party to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIIIwithout any additional disclosure hereunder, as applicablewould have constituted a Parent Material Adverse Effect.

Notification of Certain Matters. (a) The Company shall promptly notify Parent of (i) give prompt written notice to each Purchaser of any written notice or other written communication received by any of the Company or its Subsidiaries from any Person alleging that the consent of such Person which is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to ClosingTransactions, if the failure to obtain such consent would reasonably be expected to be adverse and material to materially impede or delay the Company and its Subsidiaries taken as a whole or would materially impair the ability consummation of the Transactions or have a Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and Material Adverse Effect; (ii) facilitate adding such individuals as designated by each Purchaser any Proceeding commenced or, to the electronic notification system such Company’s Knowledge, threatened that may materially impede or delay the designated individuals will receive electronic notice consummation of the entry of any Bankruptcy Court Order. (b) To Transactions, or that make allegations that, if true, would, individually or in the extent permitted by applicable Lawaggregate, (i) the Company shall give prompt notice to each Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in a Company Material Adverse Effect; (iii) any inaccuracy of any representation or warranty of the Company or contained herein at any time during the term hereof if such Purchaser, as applicable, being untrue or inaccuracy would reasonably be expected to cause any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIIIclauses 2(a), as applicable(b), would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received and (d) of ANNEX I to fail to be satisfied at the Initial Expiration Time or the Expiration Time; and (iv) any failure of the Company to comply with or satisfy any covenant or agreement to be complied with or satisfied by a party it hereunder if such failure would reasonably be expected to cause the condition set forth in clause 2(e) of ANNEX I to fail to be satisfied at the Initial Expiration Time or the Expiration Time. For the avoidance of doubt, the delivery of any notice pursuant to this Section 5.11 nor any information received 8.08(a) shall not affect or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend modify any representation or otherwise affect any representations, warranties, conditions, covenants or other agreements warranty of the other party Company set forth in this Agreement, (B) amend Agreement or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party Parent and Acquisition Sub to consummate the transactions contemplated Offer or the remedies available to Parent and Acquisition Sub hereunder. (b) Parent shall promptly notify the Company of (i) any written notice or other communication received by Parent or Acquisition Sub from any Person alleging that the consent of such Person is or may be required in connection with the Transactions, if the failure to obtain such consent would reasonably be expected to materially impede or delay the consummation of the Transactions or have a Company Material Adverse Effect; (ii) any Proceeding commenced or, to Parent’s Knowledge, threatened that may materially impede or delay the consummation of the Transactions; (iii) any inaccuracy of any representation or warranty of Parent or Acquisition Sub contained herein at any time during the term hereof if such inaccuracy would reasonably be expected to materially impede or delay Parent and Acquisition Sub’s ability to consummate the Transactions; and (iv) any failure of either Parent or Acquisition Sub to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder if such failure would reasonably be expected to materially impede or delay Parent and Acquisition Sub’s ability to consummate the Transactions. For the avoidance of doubt, the delivery of any notice pursuant to this Agreement Section 8.08(b) shall not affect or be deemed to modify any representation or warranty of Parent or Acquisition Sub set forth in Article VII this Agreement or Article VIII, as applicablethe remedies available to the Company hereunder.

Notification of Certain Matters. (a) The Company shall (i) give prompt written notice to each Purchaser of any written notice or other written communication from any Person alleging that the consent of such Person which is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice to each Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicable.or

Notification of Certain Matters. (a) The Company and Parent shall promptly notify each other of (i) give prompt written notice to each Purchaser of any written notice or other written communication received by such party from any Governmental Entity in connection with the Mergers or the other transactions contemplated hereby or from any Person alleging that the consent of such Person which is or may be required in connection with the Mergers or the other transactions contemplated by this Agreement is not likely hereby, (ii) any Action commenced or, to be obtained prior such party’s knowledge, threatened against, relating to Closing, if the failure to obtain or involving or otherwise affecting such consent would reasonably be expected to be adverse and material party or any Company Subsidiary which relate to the Company and its Subsidiaries taken as a whole Mergers or would materially impair the ability of the Company to consummate the other transactions contemplated hereby (“Transaction Litigation”) or perform its obligations hereunder, and (iiiii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry discovery of any Bankruptcy Court Order. (b) To fact or circumstance that, or the extent permitted by applicable Law, (i) the Company shall give prompt notice to each Purchaser of the commencement occurrence or non-occurrence of any investigation, inquiry event the occurrence or review by any Governmental Entity with respect to the Company or its Subsidiaries non-occurrence of which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of conditions to the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions Mergers set forth in Article VII VI not being satisfied or Article VIIIsatisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, as applicablehowever, would not be satisfied if such event or circumstance existed on that the Closing Date. (c) No information received by a party delivery of any notice pursuant to this Section 5.11 nor 5.9(a) shall not (x) cure any information received breach of, or learned by a party non-compliance with, any other provision of this Agreement or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (Cy) limit or restrict the remedies available to the party receiving such party under this Agreementnotice; provided further, applicable Law or otherwise arising out that failure to give prompt notice pursuant to clause (iii) shall not constitute a failure of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions condition to the obligations of such party to consummate the transactions contemplated by this Agreement Mergers set forth in Article VII VI except to the extent that the underlying fact or Article VIIIcircumstance not so notified would standing alone constitute such a failure. (b) The Company and Parent shall keep the other parties reasonably informed with respect to the status of any Transaction Litigation if any such other party is not a party thereto. The Company shall reasonably consult with Parent and its Representatives with respect to the defense, as applicablenegotiations or settlement of, any Transaction Litigation, and the Company shall consider in good faith Parent’s advice with respect to such Transaction Litigation. The Company shall not, and shall not permit any of its Subsidiaries nor any of its or their Representatives to, compromise, settle or come to a settlement arrangement regarding any Transaction Litigation or consent thereto unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which results in any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect (or, in the case of any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respect) and any failure of the 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 hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.8 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice. (b) Between the date hereof and the Effective Time, each of the Company and Parent will give prompt notice to the other of (i) give prompt written notice to each Purchaser of any written notice or other written communication from any Person alleging that the consent of such Person which is or may be required in connection with the transactions contemplated by this Agreement Merger, (ii) any notice or other communication from any Governmental Authority in connection with the Merger, (iii) any Litigation, relating to or involving or otherwise affecting the Company, Parent or their Subsidiaries that relates to the consummation of the Merger, (iv) the occurrence of a default or event that, with notice or lapse of time or both, will become a default under any contract which is not material to Parent or any Material Contract of the Company, and (v) any change that is reasonably likely to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or would materially impair Parent or is likely to delay or impede the ability of either Parent or the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice to each Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement or to fulfill their respective obligations set forth herein. (c) Each of the Company and Parent will give (or will cause their respective Subsidiaries to give) any notices to third Persons, and use, and cause their respective Subsidiaries to use, all reasonable efforts to obtain any consents from third Persons (i) necessary, proper or advisable to consummate the transactions contemplated by this Agreement, (ii) otherwise required under any contracts, licenses, leases or other agreements in Article VII connection with the consummation of the transactions contemplated hereby or Article VIII(iii) required to prevent a Material Adverse Effect on the Company or Parent from occurring prior to or after the Effective Time. If any party shall fail to obtain any such consent from a third Person, as applicablesuch party will use all reasonable efforts, and will take any such actions reasonably requested by the other parties, to limit the adverse effect upon the Company and Parent, their respective Subsidiaries, and their respective businesses resulting, or which would result after the Effective Time, from the failure to obtain such consent.

Notification of Certain Matters. Each of the Company or Purchaser shall give prompt notice to the other if any of the following occurs after the date of this Agreement (a) The Company shall provided Purchaser need not give notice with respect to the events described in clauses (i) give prompt or (v)): (i) any written notice, or other written communication that the Company or any Company Subsidiary receives, of which the Company obtains Knowledge, relating to a material default or Event which, with notice or lapse of time or both, would be reasonably likely to each Purchaser become a material default under any Significant Contract; (ii) any receipt by it or any of its Subsidiaries of any written notice or other written communication from any Person of which the Company or Purchaser, as applicable, obtains Knowledge alleging that the consent Consent of such Person which is or may be required in connection with the Merger and the other transactions contemplated by this Agreement if such Consent is not likely to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to disclosed in the Company and Disclosure Schedule; (iii) receipt by it or any of its Subsidiaries taken as a whole of any material notice or would materially impair other communication from any Governmental Authority (including the ability of AMEX or any other securities exchange) in connection with the Company to consummate Merger and the other transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice this Agreement of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice to each Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to which the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty of the Company or such Purchaser, as applicable, being untrue obtains Knowledge; (iv) the occurrence of any Event or Events which, individually or in the aggregate, would be reasonably likely to have a Company Material Adverse Effect (in the case of the Company) or a Purchaser Material Adverse Effect (in the case of Purchaser); (v) the commencement or written threat of any Litigation involving or affecting the Company, the Company Subsidiaries or any covenant of their respective properties or agreement assets, or any employee, agent, director or officer of the Company, in his or her capacity as such or as a fiduciary under a Benefit Plan, which, if pending on the date hereof, would have been required to have been disclosed in or pursuant to this Agreement, or any material adverse development in connection with any Litigation disclosed by the Company in or pursuant to this Agreement or the Securities Filings; (vi) the commencement or written threat against it or any of its Subsidiaries of any Litigation relating to the Merger; (vii) the occurrence of any Event that causes or is reasonably likely to cause a material breach by it of any provision of this Agreement; (viii) the receipt by it or any of its Subsidiaries of an administrative or other order or notification of which the Company or such Purchaser, as applicable, not being performed obtains Knowledge relating to any violation or complied with such that, in each such case, the conditions set forth in Article VII claimed violation by it or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements Subsidiaries of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out rules and regulations of a breach of this Agreement, or (D) limit or restrict the any Governmental Authority that could adversely affect its ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the Merger and the other transactions contemplated by this Agreement set forth Agreement; or (ix) if it obtains Knowledge of any change in Article VII Law that is reasonably likely to cause a Governmental Authority to withhold a Company Regulatory Consent (in the case of the Company) or Article VIII, as applicablea Purchaser Regulatory Consent (in the case of Purchaser).

Notification of Certain Matters. (a) The Company shall (i) give prompt written notice to each Purchaser of any written notice or other written communication from any Person alleging that From the consent of such Person which is or may be required in connection with date hereof through the transactions contemplated by this Agreement is not likely to be obtained prior to ClosingEffective Date, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company Stockholders shall give prompt notice to each Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunderAcquisition , and (ii) the Company Acquisition shall give prompt notice to each Purchaserthe Company and the Stockholders, and each Purchaser shall give written prompt notice of (a) the occurrence, or failure to the Companyoccur, of any event or circumstance that event, which would result in be likely to cause any representation or warranty contained in this Agreement, or in any exhibit or schedule hereto, and made by such party, to be untrue or inaccurate in any respect, and (b) any failure of the Company and the Stockholders or such PurchaserAcquisition, as applicablethe case may be, being untrue or any of their respective Affiliates or Representatives, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement or any exhibit or schedule hereto; provided, however, that such disclosure shall not be deemed to cure any breach of a representation, warranty, covenant or agreement or to satisfy any condition. The Company and the Stockholders shall promptly notify Acquisition of any Default by such party, the written threat or commencement of any Action, or any development that occurs before the Effective Time that could in any way affect the Company and the Stockholders, the Assets or the Business. Further, if at any time prior to the Effective Time, Acquisition shall learn (which, for the purposes of this Section 6.13, consists of the actual and direct knowledge of any of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and G. ▇▇▇▇▇ ▇▇▇▇▇▇▇) that any representation or warranty contained in this Agreement or in any exhibit or schedule hereto and made by the Company or the Stockholders is untrue or inaccurate in any respect, Acquisition shall notify the Company and the Stockholders thereof and, if Acquisition has not waived such Purchaser, as applicable, not being performed untruth or complied with such that, in each such caseinaccuracy, the conditions Company and the Stockholders shall cure the untruth or inaccuracy, without any obligation so to do, except that if the untruth or inaccuracy can be cured by the payment of a monetary amount, then the Company and the Stockholders shall so do, but the Company and the Stockholders shall not be obligated to expend more than $1 million (when aggregated with all amounts spent pursuant to Section 6.10 of this Agreement and Sections 6.3 and 6.10(b) of the Association Asset Purchase Agreement) to cure all such untruths or inaccuracies. If the Company or the Stockholders are not required to cure the untruth or inaccuracy as set forth in Article VII the preceding sentence, Acquisition may (a) waive such untruth or Article VIIIinaccuracy, or (b) to terminate this Agreement (and the Association Asset Purchase Agreement) and, in the later instance, the Letter of Credit (or the LOC Payment, as applicable, would not the case may be) and the No Shop Payment shall be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a returned to Acquisition and no party pursuant to this Section 5.11 nor any information received or learned by a party hereto or any of its representatives pursuant directors or officers shall have any liability or further obligation to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in to this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement set forth other than as provided for in Article VII or Article VIII, as applicableXII.

Notification of Certain Matters. (a) The Company Seller Parent and its Representatives shall give prompt notice to Buyer Parent, and Buyer Parent and its Representatives shall give prompt notice to Seller Parent, of (i) give prompt written notice to each Purchaser of any written notice or other written communication received by such Party from (x) any Governmental Authority in connection with this Agreement or the transactions contemplated by this Agreement, or (y) from any Person alleging that the consent of such Person which is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunderAgreement, and (ii) facilitate adding such individuals as designated by each Purchaser to any material Actions threatened or commenced against or otherwise affecting any Party, the electronic notification system such that the designated individuals will receive electronic notice Company or any of the entry of any Bankruptcy Court OrderCompany Subsidiaries, as the case may be, that are related to this Agreement or the transactions contemplated by this Agreement. (b) To the extent permitted by applicable Law, (i) the Company Seller Parent and its Representatives shall give prompt notice to each Purchaser of the commencement of any investigationBuyer Parent, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company Buyer Parent and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company Representatives shall give prompt notice to each PurchaserSeller Parent, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in if (i) any representation or warranty of the Company or such Purchaser, as applicable, being made by it contained in this Agreement becomes untrue or inaccurate such that it would be reasonable to expect that the applicable closing conditions would be incapable of being satisfied by the Outside Date, or (ii) it fails to comply with or satisfy in any covenant material respect any covenant, condition or agreement of the Company or such Purchaser, as applicable, not being performed or to be complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made it under this Section 5.11 Agreement; provided that no such notification shall be deemed to (A) qualify, modify, amend or otherwise affect any the representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend Parties or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, Seller Parent and its Representatives shall give prompt notice to Buyer Parent, and Buyer Parent and its Representatives shall give prompt notice to Seller Parent, if, to the Knowledge of such party Party, the occurrence of any state of facts, change, development, event or condition would cause, or would reasonably be expected to consummate cause, any of the conditions to Closing set forth herein not to be satisfied or satisfaction to be materially delayed. Notwithstanding anything to the contrary in this Agreement, the failure by Seller Parent, Buyer Parent or their respective Representatives to provide such prompt notice under this Section 7.6(b) shall not constitute a breach of covenant for purposes of Section 8.2(b), Section 8.3(b) or Section 9.3(b)(i). (c) Seller Parent and its Representatives shall give Buyer Parent the opportunity to reasonably participate in the defense and settlement of any shareholder litigation against Seller Parent and/or its trustees or officers relating to this Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without Buyer Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), unless such settlement involves no admission of liability and no restrictions or other obligations binding on Buyer Parent, Seller Parent or any of their respective Affiliates other than the payment of money and the amount of such settlement shall be fully covered by insurance proceeds. Buyer Parent and its Representatives shall give Seller Parent the opportunity to reasonably participate in the defense and settlement of any litigation against Buyer Parent and/or its directors or officers relating to this Agreement set forth in Article VII and the transactions contemplated hereby, and no such settlement shall be agreed to without Seller Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or Article VIIIdelayed), as applicableunless such settlement involves no admission of liability and no restrictions or other obligations binding on Buyer Parent, Seller Parent or any of their respective subsidiaries other than the payment of money and the amount of such settlement shall be fully covered by insurance proceeds.

Notification of Certain Matters. (a) The Company shall (i) give prompt written notice to each Purchaser of any written notice or other written communication from any Person alleging that At all times during the consent of such Person which is or may be required in connection period commencing with the transactions contemplated by execution and delivery of this Agreement is not likely and continuing until the earlier to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability occur of the Company termination of this Agreement pursuant to consummate Article VIII and the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable LawEffective Time, (i) subject to applicable Law, and upon Parent’s request, the executive officers of the Company shall give prompt notice consult in good faith on a regular basis with Parent to each Purchaser report material (individually or in the aggregate) operational developments, the status of the commencement of any investigationrelationships with customers, inquiry or review by any Governmental Entity resellers, partners, suppliers, licensors, licensees, distributors, and others having material business relationships with respect to the Company or any of its Subsidiaries which would Subsidiaries, the status of ongoing operations and other matters reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunderrequested by Parent under procedures reasonably requested by Parent, and (ii) the Company shall give prompt notice to each PurchaserParent and Acquisition 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 any such case if and each Purchaser shall give written prompt notice only to the Companyextent that such untruth or inaccuracy, or such failure, would cause or reasonably be expected to cause any of any event the conditions to the obligations of Parent and Acquisition Sub to consummate the transactions contemplated hereby set forth in Section 7.2(a) and Section 7.2(b) to not be satisfied at the Closing; provided that no such information or circumstance that would result in notification shall affect or be deemed to modify any representation or warranty of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend Agreement or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party Parent and Acquisition Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 6.13(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 VIII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Acquisition Sub in this Agreement has become untrue or inaccurate in any material respect, or of Table of Contents any failure of Parent or Acquisition 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 any such case if and only to the extent that such untruth or inaccuracy, or such failure, would reasonably be expected to cause any of the conditions to the obligations of the Company to consummate the transactions contemplated hereby set forth in Article VII Section 7.3(a) and Section 7.3(b) to not be satisfied at the Closing; provided that no such notification shall affect or Article VIIIbe deemed to modify any representation or warranty of Parent or Acquisition 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; provided, further, that the Company shall maintain the confidentiality of information provided to the Company pursuant to this Section 6.13(b) in the same manner as applicableParent would be required to maintain the confidentiality of such information under the Confidentiality Agreement if such information had been disclosed to it by the Company. (c) No investigation pursuant to this Section 6.13 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Notification of Certain Matters. (a) The Company and the Sellers shall (i) give prompt written notice to each Purchaser Buyer of any written notice or other written communication from any Person alleging that the consent of such Person which is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice occurrence, or failure to each Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Companyoccur, of any event which occurrence or circumstance that failure would result in be likely to cause any representation or warranty of the Company or such Purchaser, as applicable, being and/or Sellers contained in this Agreement to be untrue or inaccurate in any covenant material respect at any time from the date hereof to the Closing Date, (ii) any failure of the Company and/or Sellers to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by them under this Agreement, (iii) any material claims, actions, proceedings or investigations commenced or threatened, involving or affecting the Company or any of its properties or assets, and (iv) any material adverse change in the business condition of the Company or the occurrence of an event known to the Sellers which, so far as reasonably can be foreseen at the time of its occurrence, would result in any such Purchaserchange. (b) In addition to, as applicable, and not being performed or complied with such that, in each such caselieu of, the conditions set forth foregoing, the Company and the Sellers shall deliver to Buyer a true and complete schedule of changes (the “Update Schedule”) to any of the information contained in the Schedules to this Agreement (including changes to any other representations or warranties of the Company in Article VII II hereof and to any other representations or warranties of the Sellers in Article VIII, III hereof for which no Schedules have been created as applicable, of the date hereof but as to which a Schedule would not be satisfied have been required hereunder to have been created on or before the date hereof if such event or circumstance changes had existed on the date hereof) in writing to Buyer, dated on or prior to the Closing Date. (c) No information received Buyer shall give prompt written notice to the Sellers of (i) the occurrence, or failure to occur, of any event which occurrence or failure would be likely to cause any representation or warranty of Buyer contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Closing Date, (ii) any failure of Buyer to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by a party pursuant to it under this Section 5.11 nor Agreement, (iii) any information received material claims, actions, proceedings or learned by a party investigations commenced or threatened, involving or affecting Buyer or any of its representatives pursuant properties or assets, and (iv) any material adverse change in the business condition of Buyer or the occurrence of an event known to an investigation made under this Section 5.11 Buyer which, so far as reasonably can be foreseen at the time of its occurrence, would result in any such change. (d) The Company shall be deemed to (A) qualify, modify, amend inform the Buyer without undue delay of any judicial or otherwise affect extra-judicial proceedings that have been commenced or threatened in respect of any representations, warranties, conditions, covenants copyright or other agreements intellectual property rights or any other rights connected with the Software of which it becomes aware and shall co-operate fully with the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth Buyer in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability defense of such party to invoke or rely onrights, or effect at the satisfaction of, the conditions request of and to the obligations of such party to consummate the transactions contemplated extent required by this Agreement set forth in Article VII or Article VIII, as applicableBuyer.

Notification of Certain Matters. (a) The Company shall give prompt notice to Purchaser if any of the following occur after the date of this Agreement: (i) give prompt written notice there has been a material failure of the Company or any of its representatives to each Purchaser comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or them hereunder; (ii) receipt Table of Contents of any written notice or other written communication in writing from any Person alleging that the consent Consent of such Person which is or may be required in connection with the transactions contemplated by this Agreement is Agreement; (iii) receipt of any material notice or other communication from any Governmental Authority (including, but not likely to be obtained prior to Closinglimited to, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole NASD or would materially impair the ability of the Company to consummate any securities exchange) in connection with the transactions contemplated hereby or perform its obligations hereunder, and by this Agreement; (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (iiv) the Company shall give prompt notice to each Purchaser occurrence of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries an event which would reasonably be expected to have a Material Adverse Effect or that would otherwise reasonably be adverse and expected to cause a condition in Article VII or Annex A not to be satisfied; or (v) a material allegation of breach or non-performance or material dispute with regard to payment, under any Material Contract; (vi) the denial of any material insurance coverage, or reservation of rights with respect to a material claim; (vii) refusal to issue or replace any material surety bond or performance bond or any material surety bond or performance bond facility; (viii) any material claim, dispute or controversy with any Material Customer or any Material Supplier, or any notice from any Material Customer or any Material Supplier that such Material Customer or Material Supplier, as the case may be, intends to terminate or materially reduce its business with any Business Unit or (ix) the commencement or receipt of a threat in writing of any Litigation involving or affecting the Company or any of its Subsidiaries, or any of their respective properties or assets, or, to the Company and its Subsidiaries taken as a whole or would materially impair the ability Knowledge of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event employee, agent, director or circumstance that would result officer, in any representation his or warranty her capacity as such, of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant Subsidiaries which, if pending on the date hereof, would have been required to an investigation made under have been disclosed in this Section 5.11 Agreement or which relates to the consummation of the Offer or the Merger. No such notice to Purchaser shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements constitute an amendment of the other party set forth in this Agreement, (B) amend Disclosure Letter or otherwise supplement to have any effect on the information set forth in the Company Disclosure Letter, (C) limit determination of whether or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out not any of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to Closing or to the obligations consummation of such party to consummate the transactions contemplated by Offer have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement set forth in Article VII or Article VIII, as applicablehave been breached.

Notification of Certain Matters. Each of the Company or Purchaser shall give prompt notice to the other if any of the following occurs after the date of this Agreement (a) The Company shall provided Purchaser need not give notice with respect to the events described in clauses (i) give prompt or (v)): (i) any written notice, or other written communication that the Company or any Company Subsidiary receives, of which the Company obtains knowledge, relating to a material default or Event which, with notice or lapse of time or both, would be reasonably likely to each Purchaser become a material default under any Significant Contract; (ii) any receipt by it or any of its Subsidiaries of any written notice or other written communication from any Person of which the Company or Purchaser, as applicable, obtains knowledge alleging that the consent Consent of such Person which is or may be required in connection with the Merger and the other transactions contemplated by this Agreement if such Consent is not likely to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to disclosed in the Company and Disclosure Schedule; (iii) receipt by it or any of its Subsidiaries taken as a whole of any material notice or would materially impair other communication from any Governmental Authority (including any securities exchange) in connection with the ability of Merger and the Company to consummate the other transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice this Agreement of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice to each Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to which the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty of the Company or such Purchaser, as applicable, being untrue obtains knowledge; (iv) the occurrence of any Event or Events which, individually or in the aggregate, would be reasonably likely to have a Company Material Adverse Effect (in the case of the Company) or a Purchaser Material Adverse Effect (in the case of Purchaser); (v) the commencement or written threat of any Litigation involving or affecting the Company, the Company Subsidiaries or any covenant of their respective properties or agreement assets, or any employee, agent, director or officer of the Company, in his or her capacity as such or as a fiduciary under a Benefit Plan, which, if pending on the date hereof, would have been required to have been disclosed in or pursuant to this Agreement, or any material adverse development in connection with any Litigation disclosed by the Company in or pursuant to this Agreement or the Securities Filings; (vi) the commencement or written threat against it or any of its Subsidiaries of any Litigation relating to the Merger; (vii) the occurrence of any Event that causes or is reasonably likely to cause a material breach by it of any provision of this Agreement; (viii) the receipt by it or any of its Subsidiaries of an administrative or other order or notification of which the Company or such Purchaser, as applicable, not being performed 04543M107 (CUSIP Number) obtains knowledge relating to any violation o▇ ▇▇▇▇▇▇▇ violation by it or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements Subsidiaries of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out rules and regulations of a breach of this Agreement, or (D) limit or restrict the any Governmental Authority that could adversely affect its ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the Merger and the other transactions contemplated by this Agreement set forth Agreement; or (ix) if it obtains knowledge of any change in Article VII Law that is reasonably likely to cause a Governmental Authority to withhold a Company Regulatory Consent (in the case of the Company) or Article VIII, as applicable.a Purchaser Regulatory Consent (in the case of Purchaser). CONDITIONS TO THE MERGER CONDITIONS TO THE OBLIGATIONS OF THE PARTIES The respective obligations of each party to effect the Merger shall be subject to the fulfillment or waiver on or prior to the Closing Date of the following conditions:

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which results in any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect (or, in the case of any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respect) and any failure of the 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 hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.6 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice. (b) Each of the Company and Parent shall give prompt notice to the other of (i) give prompt written notice to each Purchaser of any written notice or other written communication from any Person alleging that the consent of such Person which is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to ClosingMerger, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to any notice or other communication from any Governmental Authority in connection with the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable LawMerger, (iiii) the Company shall give prompt notice any Litigation, relating to each Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to involving or otherwise affecting the Company or its Subsidiaries or Affiliated Entities or the Parent that relates to the consummation of the Merger; (iv) the occurrence of a default or event that, with notice or lapse of time or both, will become a default under any contract which would reasonably be expected to be adverse and is material to Parent or any Material Agreement of the Company; and (v) any change that is reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or would materially impair Parent or is likely to delay or impede the ability of either Parent or the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement or to fulfill their respective obligations set forth herein. (c) Each of the Company and Parent shall give (or shall cause their respective Subsidiaries or Affiliated Entities to give) any notices to third Persons, and use, and cause their respective Subsidiaries or Affiliated Entities to use, all reasonable efforts to obtain any consents from third Persons (i) necessary, proper or advisable to consummate the transactions contemplated by this Agreement, (ii) otherwise required under any contracts, licenses, leases or other agreements in Article VII connection with the consummation of the transactions contemplated hereby or Article VIII(iii) required to prevent a Material Adverse Effect on the Company or Parent from occurring. If any party shall fail to obtain any such consent from a third Person, as applicablesuch party shall use all reasonable efforts, and will take any such actions reasonably requested by the other parties, to limit the adverse effect upon the Company and Parent, their respective Subsidiaries and Affiliated Entities, and their respective businesses resulting, or which would result after the Effective Time, from the failure to obtain such consent.

Notification of Certain Matters. (a) The Subject to applicable Law, the Company shall (i) give prompt written notice to each Purchaser the Acquiror of (a) the occurrence or nonoccurrence of any written change, effect, event, change in circumstance, occurrence or the discovery of any fact, that would reasonably be expected to cause any of the conditions to Closing set forth in Section 8.01 or Section 8.02 not to be satisfied, (b) any notice or other written communication received by the Company or any of its Subsidiaries from any Person third party alleging that the consent of such Person which third party is or may be required in connection with the other transactions contemplated by the Transaction Agreements, (c) any notice or other communication received by the Company or any of its Subsidiaries from any customer, supplier, vendor, licensor, licensee or other business partner to the effect that such customer, supplier, vendor, licensor, licensee or other business partner is terminating or otherwise materially adversely modifying its relationship with the Company or any of its Subsidiaries as a result of any of the transactions contemplated by this Agreement is not likely to be obtained prior to ClosingAgreement, if the failure to obtain such consent would reasonably be expected to be adverse and material to (d) any notice or other communication from any Governmental Authority received by the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice to each Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth Subsidiaries in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate connection with the transactions contemplated by this Agreement (and a copy of any such notice or communication shall promptly be furnished to the Acquiror) and (e) any suits, actions, proceedings or investigations commenced or threatened that relate to the consummation of this Agreement or the transactions contemplated hereby, of which the Company has knowledge. (b) Subject to applicable Law, the Acquiror shall give prompt notice to the Company of (a) the occurrence or nonoccurrence of any change, effect, event, change in circumstance, occurrence or the discovery of any fact, that would reasonably be expected to cause any of the conditions to Closing set forth in Article VII Section 8.01 or Article VIIISection 8.03 not to be satisfied, as applicable(b) any notice or other communication from any Governmental Authority received by the Acquiror or any of its Subsidiaries in connection with the transactions contemplated by the Transaction Agreements (and a copy of any such notice or communication shall promptly be furnished to the Company) and (c) any suits, actions, proceedings or investigations commenced or threatened that relate to the consummation of this Agreement or the transactions contemplated hereby, of which the Acquiror has knowledge. (c) The delivery of any notice pursuant to this Section 5.17 shall not limit or otherwise affect the remedies available hereunder.

Notification of Certain Matters. (a) The Company Purchaser, on the one hand, and Seller on the other hand, shall use their respective commercially reasonable efforts to promptly notify each other of, to the extent they occur after the date of this Agreement (i) give prompt written notice any Material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement notified to each Purchaser the Seller or Purchasers or, to the Knowledge of Seller or the Knowledge of Purchaser, threatened, against the Seller, the Target Companies or Purchaser, as the case may be; (ii) the occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VI not to be satisfied; (iii) any written notice or other written communication from any Person alleging that the consent of such Person which is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to ClosingAgreement; or (iv) the occurrence of any event, if circumstance, development, state of facts, occurrence, change or effect which has a Material Adverse Effect or the failure to obtain such consent would occurrence of any event, circumstance, development, state of facts, change or effect which could reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect. From time to be adverse and material time prior to the Company and its Subsidiaries taken as a whole Closing, Seller shall have the right to supplement or would materially impair amend the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice to each Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity Seller Disclosure Letter hereto with respect to any matter hereafter arising or of which it becomes aware (in this last case when the Company respective representation is qualified by “Knowledge”) after the date hereof, including under the Coordination Agreement, the Closing Restructure, the CREA Transfer and/or any capitalizations that may be undertaken by Seller between this date and Closing (each a “Schedule Supplement”), and each such Schedule Supplement shall be deemed to be incorporated into and to supplement and amend the Seller Disclosure Letter as of the Closing Date; provided, however, that, except as indicated in the Coordination Agreement the Closing Restructure, the CREA Transfer and/or any capitalizations that may be undertaken by Seller between this date and Closing, in the event such event, development or its Subsidiaries occurrence which would is the subject of the Schedule Supplement constitutes or relates to something that is outside the Ordinary Course of Business and results, individually or in the aggregate, or could reasonably be expected to be adverse and material to to, individually or in the Company and its Subsidiaries taken as aggregate, result in a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunderMaterial Adverse Effect, and (ii) the Company shall give prompt notice to each Purchaser, and each then Purchaser shall give written prompt notice have the right to terminate this Agreement for failure to satisfy the Companyclosing condition set forth in Article VI; provided, further, that if Purchaser do not elect to terminate this Agreement within 15 Business Days of its receipt of such Schedule Supplement, then Purchaser shall be deemed to have irrevocably waived any event or circumstance that would result in right to terminate this Agreement with respect to such matter under any representation or warranty of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing DateVI. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicable.

Notification of Certain Matters. (a) The Company shall (i) give prompt written notice to each Purchaser During the period from the execution and delivery of any written notice or other written communication from any Person alleging that the consent of such Person which is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability by each of the Company to consummate parties hereto and continuing until the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice earlier of the entry termination of any Bankruptcy Court Order. (b) To this Agreement or the extent permitted by applicable LawEffective Time, (i) the Company shall give prompt notice to each Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse Parent and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company Parent shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, in each case after gaining Knowledge thereof, of (i) the occurrence or non-occurrence of any event event, the occurrence or circumstance that would result in non-occurrence of which is likely to cause any representation or warranty of the Company or such PurchaserParent, as applicablerespectively, being contained in this Agreement to be untrue or inaccurate at the Closing Date and (ii) any covenant or agreement material failure of the Company or such PurchaserParent, as applicablerespectively, not being performed to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. For purposes of Section 6.2 hereof, any unintentional breach of Section 4.3(a)(i) shall be treated as a breach of the applicable representation and warranty subject to indemnification pursuant to Section 6.2(a)(i). (b) During the period from the execution and delivery of this Agreement by each of the parties hereto and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company shall give Parent prompt notice if (i) any Person shall have commenced, or shall have notified the Company that such thatPerson intends to commence, an Action or Proceeding, or shall have provided the Company with notice, in each either case that allege(s) that any of the Intellectual Property presently embodied, or proposed to be embodied, in any products or services of the Company infringes or otherwise violates the Intellectual Property Rights of such casePerson, is available for licensing from a potential licensor providing the conditions set forth in Article VII notice or Article VIIIotherwise alleges that the Company does not own or have the right to exploit any such Intellectual Property or (ii) any Person shall have commenced, as applicableor shall have notified the Company that such Person intends to commence, would not be satisfied if such event any other significant Action or circumstance existed on Proceeding against or involving the Closing DateCompany, including without limitation any Action or Proceeding alleging that any of the Company Intellectual Property is invalid or unenforceable. (c) No information received by a party Parent pursuant to any notice delivered this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 4.3 shall be deemed to (Ai) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party Company set forth in this AgreementAgreement or any certificate or other instrument delivered to Parent or Merger Sub in connection with the Merger and the other transactions contemplated hereby, (Bii) amend or otherwise supplement the information set forth in the Company Disclosure LetterSchedule, (Ciii) limit or restrict the remedies available to such party the parties under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, Agreement or the Escrow Agreement or (Div) limit or restrict the ability of such party Parent and Merger Sub to invoke or rely on, or effect the satisfaction of, on the conditions to the obligations of such party Parent and Merger Sub to consummate the transactions contemplated by this Agreement hereby set forth in Article VII or Article VIII, as applicable5.

Notification of Certain Matters. (a) The Company shall During the Interim Period, each Party (other than the Representative) will promptly notify the other Parties in writing of (i) give prompt written notice to each Purchaser the occurrence or non-occurrence of any written notice event or other written communication from the existence of any Person alleging fact or condition that the consent of such Person which is or may would cause any condition set forth in Article 5 to not be required satisfied, (ii) any material Legal Proceedings in connection with the transactions contemplated by this Agreement is not likely commenced or, to be obtained prior to Closingthe knowledge of such Party, if threatened against any Party, or (iii) any written notice or other written material communication from any Governmental Authority in connection with the transactions contemplated hereby; provided, however, that a Party's good-faith failure to obtain such consent would reasonably be expected to be adverse and material to comply with this Section 4.3.5 shall not provide any other Party the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company right not to consummate the Closing or to effect the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Orderthis Agreement. (b) To During the extent permitted by applicable LawInterim Period, each Party (iother than the Representative) hereto shall promptly notify the Company shall give prompt notice to each Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result other Parties hereto in writing upon any representation or warranty made by it contained in this Agreement or any Transaction Document becoming untrue or incorrect. Any such notification will set out particulars of the Company untrue or incorrect representation or warranty and details of any actions being taken by such PurchaserParty to rectify the matter, including amending the disclosure schedules, if and as applicable. Notifying the other Parties hereto will not relieve the notifying Party of its obligations hereunder. (c) Pursuant to their duly completed and validly executed Letters of Transmittal, the Holders shall instruct the Exchange Agent and Parent in writing the particulars of how the Holders desire the Consideration Shares being issued to such Holder under Sections 2.9(a), 2.9(b) and 2.9(c), as applicable, being untrue to be registered in the share register of Parent. (d) During the Interim Period, the Parties shall have the right (but not the obligation) to supplement or amend the schedules to this Agreement with respect to any matter hereafter arising or which it becomes aware after the date hereof, which, if existing, occurring or known at the date of this Agreement would have been required to be set forth or described in the schedules, whether or not such schedule exists or is contemplated on the date hereof (each a "Schedule Supplement"). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in, or breach of, any representation, warranty or covenant set out in this Agreement, including for the purposes of indemnification or agreement termination rights or of the Company determining whether or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII5 have been satisfied; provided, as applicablehowever, would not be satisfied that if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in Parties receiving the Schedule Supplement has the right to but does not terminate this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available Agreement within five days of receipt of such Schedule Supplement then such Party shall have been deemed to have irrevocably waived any right to terminate this Agreement with regard to such party matter and further shall have irrevocably waived its right to indemnification under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicable8.

Notification of Certain Matters. During the Interim Period, (x) each Party shall give prompt notice to the other Parties if such Party or its Affiliates, and (y) the Company shall give prompt notice to the Purchaser if, to the Company’s Knowledge, any Target or its Affiliates: (a) The Company shall fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or its Affiliates hereunder, under the Cerevast Acquisition Agreement, under the Aegeria Acquisition Agreement, or under the Novokera Acquisition Agreement, in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) give prompt written notice to each Purchaser of any written notice or other written communication from any Person alleging that the consent Consent of such Person which third party is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to Closingor the transactions contemplated by the Cerevast Acquisition Agreement, if the failure to obtain Aegeria Acquisition Agreement, or the Novokera Acquisition Agreement, or (ii) any non-compliance with any Law by such consent Person or its Affiliates; (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement or the transactions contemplated by the Cerevast Acquisition Agreement, the Aegeria Acquisition Agreement, or the Novokera Acquisition 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 make any representation or warranty contained in this Agreement, the Cerevast Acquisition Agreement, the Aegeria Acquisition Agreement, or the Novokera Acquisition Agreement false or untrue, would constitute a breach of any covenant or agreement contained in this Agreement, the Cerevast Acquisition Agreement, the Aegeria Acquisition Agreement, or the Novokera Acquisition Agreement, or would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole cause or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice to each Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on to the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Cerevast Acquisition Agreement, applicable Law or otherwise arising out of a breach of this the Aegeria Acquisition Agreement, or the Novokera Acquisition Agreement not being satisfied or the satisfaction of those conditions being materially delayed; or (De) limit becomes aware of the commencement or restrict threat, in writing, of any Action against such Person or any of its Affiliates, or any of their respective properties or assets, or, to the ability actual knowledge of such party to invoke Person, any officer, director, partner, member or rely onmanager, in his, her or effect the satisfaction ofits capacity as such, the conditions of such Person or of its Affiliates with respect to the obligations consummation of such party to consummate the transactions contemplated by this Agreement, or the transactions contemplated by the Cerevast Acquisition Agreement, the Aegeria Acquisition Agreement, or the Novokera Acquisition 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, the Cerevast Acquisition Agreement, the Aegeria Acquisition Agreement, and/or the Novokera Acquisition Agreement set forth in Article VII or Article VIII, as applicablehave been breached.

Notification of Certain Matters. (a) The Company HPC shall give prompt notice to Issuer, and Issuer shall give prompt notice to HPC, 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 or warranty contained in this Agreement to be untrue or inaccurate and (ii) any failure of HPC or Issuer, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 6.2(a) shall not limit or otherwise affect the remedies available hereunder to the Party receiving such notice. (b) HPC shall give prompt written notice to each Purchaser Issuer, and Issuer shall give prompt notice to HPC of (i) any written notice or other written communication from any Person alleging that the consent of such Person which is or may be required in connection with the Transaction or other transactions contemplated by this Agreement is not Agreement; (ii) any notice or other communication from any Governmental Authority in connection with the Transaction or other transactions contemplated by this Agreement; (iii) any litigation, relating to or involving or otherwise affecting the Company or any of its Subsidiaries or Issuer that relates to the Transaction 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 Scient’x Material Contract or an Issuer Material Contract; and (v) any change that would be considered reasonably likely to be obtained prior result in a Company or Issuer Material Adverse Effect, as the case may be, or is likely to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of either Issuer or the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice to each Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Datethis Agreement. (c) No information received Issuer and HPC shall not, and HPC shall cause the Company not to take any action or fail to take any reasonable action permitted by a party pursuant this Agreement if such action or failure to this Section 5.11 nor any information received or learned by a party or take action could reasonably be expected to result in any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement Closing set forth in Article VII or Article VIII, ARTICLE VI of this Agreement not being satisfied as applicableof the Closing Date.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) give prompt written notice to each Purchaser the occurrence, or nonoccurrence, of any written event which would cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect or which would result in any condition to the obligations of the parties hereunder not being satisfied, (ii) any change or event known to the Company which could reasonably be expected to have a Company Material Adverse Effect, (iii) any material failure by such party (or Sub, in the case of Parent) to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iv) any notice or other written communication from any Person person alleging that the consent of such Person which person is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable LawAgreement, (iv) the Company shall give prompt any notice to each Purchaser of the commencement of any investigation, inquiry or review by other communication from any Governmental Entity in connection with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement, and (vi) any material Litigation commenced or, to the knowledge of the Company, threatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries; provided, however, that the delivery of any notice pursuant to this Section 5.3 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice. If any event or matter arises after the date of this Agreement which, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in Article VII the Company Disclosure Letter or Article VIIIwhich is necessary to correct any information in the Company Disclosure Letter which has been rendered inaccurate thereby, as applicablethen the Company shall, for informational purposes only, promptly supplement, or amend, and deliver to Parent the Company Disclosure Letter which it has delivered pursuant to this Agreement.

Notification of Certain Matters. (a) The Company shall (i) give prompt written notice to each Purchaser of any written notice or other written communication from any Person alleging that the consent of such Person which is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability IMNET of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order.following: (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice to each Purchaser of the commencement of any investigation, inquiry occurrence or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, nonoccurrence of any event whose occurrence or circumstance that nonoccurrence would result in be likely to cause either (A) any representation or warranty of the Company or such Purchaser, as applicable, being any Stockholder contained in this Agreement to be untrue or inaccurate in any covenant material respect at any time from the date hereof to the Closing, or (B) directly or indirectly, any Material Adverse Effect; or (ii) any material failure of the Company, any Stockholder, any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. (b) IMNET shall give prompt notice to the Company of the Company following: (i) the occurrence or such Purchasernonoccurrence of any event whose occurrence or nonoccurrence would be likely to cause either (A) any representation or warranty of IMNET or Newco contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Closing, as applicableor (B) directly or indirectly, not being performed any change in or effect on the business of IMNET or Newco that is or will be materially adverse to the business, operations, properties (including intangible properties), condition (financial or otherwise), assets, liabilities or regulatory status of IMNET or Newco, or (C) a material adverse effect upon the legality, validity, binding effect or enforceability of this Agreement, or the ability of IMNET or Newco to perform its respective obligations hereunder; (ii) Any material failure of IMNET or Newco, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Dateby it hereunder. (c) No information received by a party Notwithstanding the foregoing, the delivery of any notice pursuant to this Section 5.11 shall not waive or release the Stockholders from their representations or warranties under this Agreement; provided, however, that neither the Company nor any information received the Stockholders shall be liable to IMNET or learned Newco for changes in facts and circumstances not caused by a party an act or omission of the Company or any Stockholder in violation of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualifyany representation, modify, amend warranty or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth covenant in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicable.

Notification of Certain Matters. (a) The From the Agreement Date until the Effective Time, the Company shall promptly, and in any event within two (2) Business Days notify Parent (i) give prompt written notice to each Purchaser if any of the Acquired Companies receives any written notice or other written communication from any Person alleging that the consent of such Person which is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to Closing, Merger; (ii) if any of the failure to obtain such consent would Acquired Companies receives any notice or other communication from any Governmental Body in connection with the Merger; or (iii) if any change or circumstance occurs that could reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole delay or would materially impair impede the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunderpursuant to this Agreement and to effect the consummation of the Merger and the other Transactions. Prior to the Closing, and except with respect to any matters already disclosed to Parent pursuant to the preceding sentence, the Company shall notify Parent if any change or circumstance occurs (or fails to occur) or any of the Acquired Companies receives any notice or other communication that, had it occurred on or before the date of this Agreement, would have been required to be disclosed to Parent pursuant to Article II of this Agreement. From the Agreement Date until the Effective Time, Parent shall promptly, and in any event within two (2) Business Days, notify the Company (i) if Parent or Merger Sub receives 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; (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic if Parent or Merger Sub receives any notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice to each Purchaser of the commencement of any investigation, inquiry or review by other communication from any Governmental Entity Body in connection with respect to the Company Merger; or its Subsidiaries which would (iii) if any change or circumstance occurs that could reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole delay or would materially impair impede the ability of the Company Parent or Merger Sub to consummate perform their respective obligations pursuant to this Agreement and to effect the transactions contemplated hereby or perform its obligations hereunder, consummation of the Merger and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, other Transactions. The delivery of any event or circumstance that would result in any representation or warranty of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party notice pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 5.10 shall be deemed to (A) qualify, modify, amend not limit or otherwise affect any remedies available to the Party receiving such notice or affect the representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend Parties or otherwise supplement conditions to the information set forth in obligation of the Company Disclosure Letter, (C) limit or restrict the remedies available to such party Parties under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicable.

Notification of Certain Matters. (a) The Company shall give prompt notice to the Buyers, and the Buyers shall give prompt notice to the Company, of the occurrence, or non- occurrence, of any event the occurrence, or non-occurrence, of which results in any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect (or, in the case of any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respect) and any failure of the Company, the Buyers, or the Buyer Subsidiary, 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 hereunder or under Article VI hereof; provided, however, that the delivery of any notice pursuant to this Section 4.10 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice. (b) Each of the Company and the Buyers shall give prompt notice to the other of (i) give prompt written notice to each Purchaser of any written notice or other written communication from any Person alleging that the consent Approval of such Person which is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to ClosingMerger, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic any notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice to each Purchaser of the commencement of any investigation, inquiry or review by other communication from any Governmental Entity Authority in connection with respect the Merger; (iii) any Litigation, relating to or involving or otherwise affecting the Company or its Subsidiaries which would or the Buyers or their Affiliates that relates to the Merger; and (iv) any change that could reasonably be expected to be adverse and material to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or would materially impair is likely to delay or impede the ability of either the Buyers or the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement or to fulfill their respective obligations set forth herein. (c) Each of the Company and the Buyers shall give (or shall cause their respective Subsidiaries to give) any notices to third Persons, and use, and cause their respective Subsidiaries to use, their reasonable best efforts to obtain any consents from third Persons (i) necessary, proper or advisable to consummate the transactions contemplated by this Agreement, (ii) otherwise required under any Contracts in Article VII connection with the consummation of the transactions contemplated hereby (the "Company Consents") or Article VIII(iii) required to prevent a Material Adverse Effect on the Company from occurring. If any party shall fail to obtain any such consent from a third Person, as applicablesuch party shall use its reasonable best efforts, and will take any such actions reasonably requested by the other parties, to limit the adverse effect upon the Company and the Buyers, their respective Subsidiaries, and their respective businesses resulting, or which would result after the Effective Time, from the failure to obtain such consent.

Notification of Certain Matters. (a) Between the date hereof and the Effective Time, the Company will confer in good faith on a regular basis with one or more representatives of Parent designated to the Company regarding satisfaction of the conditions to Closing set forth in Article VI of this Agreement. The Company shall acknowledges that Parent does not and will not waive any rights it may have under this Agreement as a result of such consultations. (b) Between the date hereof and the Effective Time, Parent will confer in good faith on a regular basis with one or more representatives of the Company designated to Parent regarding satisfaction of the conditions to Closing set forth in Article VI of this Agreement. Parent acknowledges that the Company does not and will not waive any rights it may have under this Agreement as a result of such consultations. (c) If any event or matter arises after the date of this Agreement which, if existing or occurring at the date of this Agreement, (i) give prompt written notice would have been required to each Purchaser of any written notice be set forth or other written communication from any Person alleging that described by the consent Company in the Company Disclosure Letter or by Parent in the Parent Disclosure Letter or (ii) would have caused a representation or warranty in Article III or Article IV hereof, as applicable, to be violated as of such Person which is date, then the Company or may Parent, as applicable, shall, for informational purposes only, deliver to Parent or the Company, as applicable, the Company Disclosure Letter or the Parent Disclosure Letter, as applicable, updated to reflect such event or matter on or before the first business day following the 45th day after the end of each fiscal quarter prior to the Effective Time and at the Effective Time (the last such delivery being made as of the Effective Time); provided, however, that such supplemental disclosure shall not be required to disclose any such event or matter, and the Company Disclosure Letter or the Parent Disclosure Letter, as applicable, shall not be required to be updated, in connection either case, with respect to representations or warranties that are expressly made as of a specific date. Notwithstanding the transactions contemplated by foregoing, if any event or matter arises after the date of this Agreement is not likely to be obtained prior to Closingthat has had, if the failure to obtain such consent or would reasonably be expected to be adverse and material to have, a Company Material Adverse Effect or a Parent Material Adverse Effect, the Company and its Subsidiaries taken or Parent, as a whole applicable, shall promptly after becoming aware of such event or would materially impair matter communicate the ability occurrence of such event or matter to Parent or the Company to consummate the transactions contemplated hereby or perform its obligations hereunderCompany, as applicable, and (ii) facilitate adding in any event shall communicate such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice to each Purchaser of the commencement of any investigation, inquiry event or review by any Governmental Entity with respect matter to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty of the Company or such PurchaserParent, as applicable, being untrue in writing within ten days of such party's first becoming aware of such event or matter. The Company shall use reasonable best efforts to furnish to Parent within thirty days following the end of each calendar month notification of any covenant pending or agreement of threatened bankruptcy or similar proceeding known to the Company involving any party to any Company Material Contract. Parent shall use reasonable best efforts to furnish to the Company within thirty days following the end of each calendar month notification of any pending or such Purchaser, as applicable, threatened bankruptcy or similar proceeding known to Parent involving any party to any Parent Material Contract. Failure to comply with this Section 5.4(c) shall not being performed or complied with such that, result in each such case, a failure by the Company to satisfy the conditions set forth in Article VII Sections 6.2(b) or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicable.6.2

Notification of Certain Matters. (a) The Company Sellers shall give prompt notice to Buyer, and Buyer shall give prompt notice to the Sellers, of: (i) give prompt written notice to each Purchaser of any written notice or other written communication from any Person alleging that the consent of such Person which is or may be required in connection with the transactions contemplated by this Agreement is not Agreement, (ii) any material notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (iii) any change or effect that has had, or could reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect, as applicable, (iv) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect and (v) the failure by it to comply with or satisfy any covenant, condition or agreement to be obtained complied with or satisfied by it under this Agreement, in each case within three Business Days of any executive officer of such Person becoming aware of the occurrence of such development, and in the case of a notice described in items (iv) or (v), in time to provide such Party a reasonable opportunity to cure prior to Closing, if . The Parties’ obligations under this Section 5.6 and the failure to obtain such consent would reasonably be expected to be adverse and material disclosure of any matter in accordance with the provisions of this Section 5.6 shall not limit or otherwise affect the remedies available hereunder to the Company Party receiving such disclosure and its Subsidiaries taken as a whole shall not be deemed to cure any breach or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry inaccuracy of any Bankruptcy Court Orderrepresentation or warranty made in this Agreement. (b) To If any event or matter arises after the extent permitted by applicable Lawdate of this Agreement that, if existing or occurring at the date of this Agreement, (i) would have been required to be set forth or described by the Company shall give prompt notice Sellers in the Disclosure Schedule or (ii) would have caused a representation or warranty in Article III to each Purchaser be violated as of such date, then Sellers shall, promptly deliver to Buyer a revised copy of the commencement Disclosure Schedule updated, amended, or otherwise supplemented to reflect such event or matter; provided however, that no update, amendment or supplement to the Disclosure Schedule may be made for other than informational purposes unless Buyer agrees in writing to include such update, amendment, or supplement as a revised Disclosure Schedule; provided further however, that if the Buyer so agrees to revise the Disclosure Schedule for any such update, amendment, or supplement, such agreement shall operate as a waiver of any investigation, inquiry claim under Article VIII or review otherwise by any Governmental Entity Buyer with respect to the Company item or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions items set forth in Article VII such update, amendment, or Article VIIIsupplement. All references herein to the Disclosure Schedule shall, after any such update, amendment, or supplement to which Buyer has agreed as applicableprovided above, would include the Disclosure Schedule as so updated, amended, or supplemented. In the event that Buyer does not be satisfied if such event or circumstance existed on agree to revise the Closing Date. (c) No information received by a party pursuant Disclosure Schedule, Seller may proceed to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant negotiate in good faith with Buyer an adjustment to an investigation made under this Section 5.11 shall be deemed to (A) qualifythe Purchase Price, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach provisions of this Agreement, or (D) limit or restrict the ability of and, if such party to invoke or rely onnegotiations fail, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by terminate this Agreement set forth without additional liability. It is anticipated that certain sections of the Disclosure Schedule will routinely require updating and supplementation between the date hereof and the date of Closing, and so long as such updating or supplementation reflects events or matters arising after the date of this Agreement in Article VII the ordinary course of business, and which are not reasonably anticipated to result in a Material Adverse Effect, Buyer shall not unreasonably withhold or Article VIII, as applicabledelay agreement to such updating or supplementation of the Disclosure Schedule.

Notification of Certain Matters. Each Party shall promptly provide the other Party (aafter they have notice thereof) The Company shall (i) give prompt with written notice to each Purchaser of, and keep such other Party advised as to, the existence of any Material Adverse Effect, or of any condition, circumstance or event that is reasonably likely to result in a Material Adverse Effect, and (b) Buyer, on the one hand, and Seller, on the other hand, shall promptly provide the other party (after such Person has notice thereof) with written notice of, and keep the other party advised as to any pending or other written communication from any Person alleging threatened Claim that the consent of such Person which is or may be required in connection with challenges the transactions contemplated by hereby. Each Party shall promptly notify the other Party in writing with respect to any matter hereafter arising or discovered that, if existing or known on the date hereof, would have been required to be set forth or described in the applicable Schedule or Disclosure Letter on the date hereof or would cause the representations and warranties of such Party, made pursuant to this Agreement is not likely to be obtained prior to Closing, if correct and complete as of the failure to obtain date hereof or the date on which such consent would reasonably be expected to be adverse and material matter arose or was discovered. Should any such matter require any change to the Company and its Subsidiaries taken as Disclosure Letter or any Schedule, Seller shall promptly deliver a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser supplement to the electronic notification system Disclosure Letter specifying such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) change. To the extent permitted by applicable Lawsuch matter existed as of or before the date hereof and causes or constitutes a breach of any of the representations or warranties made hereunder, such notice shall not be deemed to amend or replace any part of the Disclosure Letter and at the election of the other Party: (i) the Company other Party shall give prompt be entitled to continue to hold its rights under this Agreement and seek indemnification from the Party giving notice to each Purchaser after the Closing Date in respect of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability substance of the Company matter of the written notice made pursuant to consummate the transactions contemplated hereby this Section 6.06, or perform its obligations hereunder, and (ii) be deemed to have amended the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event Schedules or circumstance that would result in any representation or warranty of the Company or such PurchaserDisclosure Letter, as applicable, being untrue to have qualified the representations and warranties contained in Section 4 or any covenant or agreement of the Company or such Purchaser5, as applicable, and to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of such development, provided, however, if any such amendment to a Schedule or Disclosure Letter involves a Material Adverse Effect, any resulting breach of a representation or warranty shall not being performed be deemed cured, and the applicable Party shall continue to hold all its rights under this Agreement resulting from such breach. To the extent such matter did not exist as of or complied with before the date hereof or did not cause or constitute a breach of any of the representations or warranties made hereunder, unless the non-breaching Party has the right to terminate this Agreement by reason of such thatdevelopment and exercises that right, in each such casesubject to the proviso below, the conditions set forth in Article VII written notice pursuant to this Section 6.06 shall be deemed to have amended the Schedule or Article VIIIDisclosure Letter, as applicable, would not be satisfied if such event to have qualified the representations and warranties contained in Section 4 or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII5, as applicable, and to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of such development.

Notification of Certain Matters. (a) The Company shall (i) give prompt written notice to each Purchaser the Parent of (i) the occurrence of any written change, condition or event, the occurrence of which would cause the condition set forth Section 6.3(a) to not be satisfied if such change, condition or event occurred immediately prior to the Closing, (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 to perform any obligation or agreement or comply with any covenant or condition required by this Agreement or any Ancillary Agreement to which the Company is a party, which such failure would cause the condition set forth in Section 6.3(b) to not be satisfied if such failure occurred immediately prior to the Closing, (iv) any notice or other written communication from any Person alleging that the consent of such Person which is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability consummation of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice to each Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement or the Ancillary Agreements, or (v) any Action pending or, to the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to the transactions contemplated by this Agreement or the Ancillary Agreements; provided however, that the Company’s unintentional failure to give notice under this Section 5.6 shall not be deemed to be a breach of covenant under this Section 5.6. From time to time prior to the Closing, the Company shall have the right (but not the obligation) to supplement or amend the Disclosure Schedules hereto with respect to any matter hereafter arising or of which it becomes aware after the date hereof (each, a “Schedule Supplement”). Any disclosure in any such Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement, including for purposes of the indemnification or termination rights contained in this Agreement or of determining whether or not the conditions set forth in Article VII or Article VIII, as applicableSection 6.3(a) have been satisfied.

Notification of Certain Matters. (a) From and after the date of this Agreement until the Effective Time, each party hereto shall promptly notify the other parties hereto of (i) the occurrence, or non-occurrence, of any event the occurrence or non-occurrence of which would be reasonably likely to cause any condition to the obligations of any party to effect the Merger not to be satisfied, or (ii) 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 pursuant to this Agreement which would be reasonably likely to result in any condition to the obligations of any party to effect the Merger not to be satisfied. (b) The Company shall give prompt notice to Parent 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, received by the Company subsequent to the date of this Agreement and prior to the Effective Time, under any contract material to the general affairs, management, business, operations, assets or condition (financial or otherwise) or prospects of the Company and shall keep Parent and Merger Sub informed of all non-routine actions the Company intends to take in connection with any Environmental Law and all actions shall be on terms and conditions reasonably satisfactory to Parent and Merger Sub. Each of the Company and Parent shall give prompt notice to the other party of (i) give prompt written notice to each Purchaser of any written notice or other written communication from any Person third party alleging that the consent of such Person which third party is or may be required in connection with the Merger or other transactions contemplated by this Agreement is not likely to be obtained prior to Closinghereby, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser any change or prospective change that is likely to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. have, respectively, a Company Material Adverse Effect or Parent Material Adverse Effect or (b) To the extent permitted by applicable Law, (iiii) the Company shall give prompt notice to each Purchaser of the commencement of any investigation, inquiry occurrence or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, existence of any event which would, with the passage of time or circumstance that would result in otherwise, make any representation or warranty contained herein untrue. The delivery of any notice pursuant to Section 6.07(a) shall not be deemed to 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 such Purchaser, as applicable, being untrue or matter prior to the date of this Agreement. No delivery of any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party notice pursuant to this Section 5.11 nor any information received 6.07 shall limit or learned by a affect the remedies available hereunder to the party or any receiving such notice, including the rights of its representatives pursuant to an investigation made Parent under this Section 5.11 shall be deemed to (A7.02(a) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements and those of the other party Company under Section 7.03(a), in the event that a representation or warranty made by the Company or Parent herein shall not be true and correct (giving effect to any standards of materiality set forth in this Agreement, such Sections) as of the date hereof or as of the date when made (Bif a different date) amend or otherwise supplement and as of the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicableEffective Time.

Notification of Certain Matters. (a) The From the date hereof through the --------------------------------- Effective Date, the Company and the Principals shall (i) give prompt written notice to each Purchaser of any the Acquisition Companies, and the Acquisition Companies shall give prompt written notice or other written communication from any Person alleging that the consent of such Person which is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability Principals, of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (ia) the Company shall give prompt notice occurrence, or failure to each Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Companyoccur, of any event or circumstance that event, which would result in be likely to cause any representation or warranty contained in this Agreement, or in any exhibit or schedule hereto, and made by such party, to be untrue or inaccurate in any material respect at or prior to the Effective Time, and (b) any failure of the Company or the Principals, or the Acquisition Companies, 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 or any exhibit or schedule hereto. The Company and the Principals shall promptly notify the Acquisition Companies in writing of any Default by any such Purchaserparty, the threat or commencement of any material Action, or any material development that occurs before the Effective Time that could affect the Company, its Subsidiaries, the Shareholders, the Assets or the Business. If at any time prior to the Effective Time, the Company or any Principal shall have actual knowledge that any representation or warranty contained in this Agreement or in any exhibit or schedule hereto and made by either of the Company or any Principal is untrue or inaccurate in any material respect, the Company or the Principal(s), as applicable, being shall notify the Acquisition Companies. Further, if at any time prior to the Effective Time, the Acquisition Companies shall have actual knowledge that any representation or warranty contained in this Agreement or in any exhibit or schedule hereto and made by either of the Acquisition Companies is untrue or inaccurate in any material respect, Pulse shall notify the Company and the Principals thereof. The giving of any notice, the providing of any disclosure, modification of any schedule or any other action taken pursuant hereto prior to or at the Effective Time shall not be deemed to cure any breach of a representation, warranty, covenant or agreement to satisfy any condition or to cause or result in a waiver or limitation of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party any right to indemnification pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of Article XI following the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicableClosing.

Notification of Certain Matters. (a) The Company shall give prompt notice to each Buyer if any of the following occur between the date of this Agreement and the Closing Date: (i) give prompt written notice to each Purchaser receipt of any written notice or other written communication in writing from any Person third party alleging that the consent of such Person which third party is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to ClosingAgreement, if the failure to obtain provided that such consent would have been required to have been disclosed in this Agreement; (ii) receipt of any material notice or other communication from any Person (including, but not limited to, the SEC, NASD or any securities exchange) in connection with the transactions contemplated by this Agreement; (iii) the occurrence of an event which would be reasonably be expected likely to be adverse have a Material Adverse Effect; or (iv) the commencement or threat of any litigation involving or affecting the Company or any of its Subsidiaries, or any of their respective properties or assets, or, to its knowledge, any employee, agent, director or officer, in his or her capacity as such, of the Company or any of its Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed in this Agreement or which relates to the consummation of the transactions contemplated by the Transaction Documents. (r) Access and material Information. Between the date of this Agreement and the Closing Date, the Company will give, and shall direct its accountants and legal counsel to give, each Buyer and their respective authorized representatives (including, without limitation, its financial advisors, accountants, proxy solicitor, consultants and legal counsel), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books and records of or pertaining to the Company and its Subsidiaries taken Subsidiaries, will permit the foregoing to make such reasonable inspections as a whole or would materially impair the ability of the Company they may require and will cause its officers and other employees promptly to consummate the transactions contemplated hereby or perform its obligations hereunder, furnish such Buyer with (a) such financial and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice to each Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity operating data and other information with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse business and material to properties of the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company such Buyer may from time to consummate the transactions contemplated hereby or perform its obligations hereundertime reasonably request, and (iib) a copy of each material report, schedule and other document filed or received by the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives Subsidiaries pursuant to an investigation made the requirements of applicable securities laws or the NASD; provided; however; that the Company, its legal counsel and other authorized representatives shall not be required to disclose any information protected under this Section 5.11 shall be deemed to (A) qualifyattorney-client or attorney work-product privilege. Notwithstanding the foregoing, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability treatment of such party to invoke or rely on, or effect the satisfaction of, the conditions information and documentation shall remain subject to the obligations confidentiality agreement between Prentice Capital Management, L.P. and the Company, dated as of such party to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIIISeptember 9, 2005, as applicablemay be amended, modified or supplemented from time to time (the "CONFIDENTIALITY AGREEMENT").

Notification of Certain Matters. (a) The Company and Parent shall promptly notify each other of (ia) give prompt written notice to each Purchaser of any written notice or other written communication received by such party from any Governmental Entity in connection with the transactions contemplated hereby or from any Person alleging that the consent of such Person which is or may be required in connection with the transactions contemplated by this Agreement is not likely hereby, (b) any other notice or communication from any Governmental Entity in connection with the transactions contemplated hereby, (c) any Action commenced or, to be obtained prior such party’s knowledge, threatened against, relating to Closing, if the failure to obtain or involving or otherwise affecting such consent would reasonably be expected to be adverse and material to the Company and party or any of its Subsidiaries taken as a whole or would materially impair the ability of the Company which relate to consummate the transactions contemplated hereby or perform its obligations hereunder(d) any change, and condition or event (i) that renders or would reasonably be likely to render any representation or warranty of such party set forth in this Agreement (disregarding any materiality qualification contained therein) to be untrue or inaccurate in any material respect or (ii) facilitate adding that results or would reasonably be likely to result in any failure of such individuals as designated by each Purchaser party to comply with or satisfy in any material respect any covenant, condition or agreement (including any of the Offer Conditions) to be complied with or satisfied hereunder; provided, however, that no such notification shall affect any of the representations, warranties, covenants, rights or remedies, or the conditions to the electronic notification system such that obligations of, the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Orderparties hereunder. (b) To In furtherance of and not in limitation of any other provision of this Agreement, to the extent permitted by applicable Law, the Company will keep Parent informed on a current basis of any developments concerning Apraglutide and any material developments concerning any other Products (including the occurrence of any adverse event concerning Apraglutide and any serious adverse event concerning any other Products), meetings (including videoconferences or calls), conferences, discussions or negotiations relating to the Products (including in relation to any clinical trial relating to a Product). Without limiting the generality of the foregoing, to the extent permitted by applicable Law, the Company will (i) the Company shall give prompt notice to each Purchaser of the commencement (A) promptly inform Parent of any investigationmeetings concerning Apraglutide and any material meetings concerning any other Products (including videoconferences or calls), inquiry conferences, filings, submissions, discussions, negotiations, correspondence or review other activities or communications made by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty on behalf of the Company or such Purchaser, as applicable, being untrue any of its Subsidiaries or any covenant of their respective contract manufacturing organizations, contract research organizations or agreement other Collaboration Partners to, between or with the FDA, the European Medicines Agency (“EMA”) or any other Governmental Entity performing functions similar to those performed by the FDA or EMA relating to any Product and (B) with respect to activities or communications relating to or concerning Apraglutide, not carry out or agree to carry out any of the Company foregoing activities or communications without prior consultation with Parent (and consider in good faith the views and comments of Parent in connection with, and reasonably in advance of, any such Purchaseractivity or communication, as applicableand, not being performed to the extent requested by Parent to participate in any such activity or complied communication), (ii) promptly furnish Parent with all such thatfilings, in each such casesubmissions, and written correspondence and communications, and (iii) (A) without limiting the conditions restrictions set forth in Article VII Section 4.2, promptly inform Parent of any change to any study protocol concerning Apraglutide and any material change to any study protocol concerning any other Products, adding any new trial, making any change to a manufacturing plan or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party process concerning Apraglutide or any of its representatives pursuant material change to an investigation made under this Section 5.11 shall be deemed a manufacturing plan or process concerning any other Products, making any change to (A) qualifya development timeline or plan concerning Apraglutide or any material change to a development timeline or plan concerning any other Products, modify, amend or otherwise affect initiating or making any representations, warranties, conditions, covenants change to Apraglutide or any material change to any other agreements of the other party set forth in this Agreement, Product and (B) amend with respect to changes relating to or otherwise supplement concerning Apraglutide, shall not carry out or agree to carry out any such change without prior consultation with Parent (and consider in good faith the information set forth views and comments of Parent in the Company Disclosure Letterconnection with, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction and reasonably in advance of, the conditions to the obligations of any such party to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicablechange).

Notification of Certain Matters. (a) The Company shall (i) give prompt written notice to each Purchaser of any written notice or other written communication from any Person alleging that the consent of such Person which is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice to each Purchaser Sierra of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (iia) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, occurrence or nonoccurrence of any event or circumstance that which would result in be likely to cause any representation or warranty of the Company or such Purchaser, as applicable, being contained in this Agreement to be untrue or inaccurate and (b) any covenant or agreement failure of the Company to comply with or such Purchasersatisfy any covenant, as applicable, not being performed condition or agreement to be complied with such thator satisfied by it hereunder; provided, in each such casehowever, that the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party delivery of any notice pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 6.4 shall be deemed to (A) qualify, modify, amend not limit or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party Sierra hereunder. -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF MERGER Page 41 49 6.5 FURTHER ACTION; REASONABLE BEST EFFORTS Upon the terms and subject to the conditions hereof, each of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under this Agreementapplicable laws and regulations to consummate and make effective the transactions contemplated hereby, applicable Law including, without limitation, using its reasonable best efforts to obtain all waivers, licenses, permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and parties to contracts with the Company as are necessary for the consummation of the transactions contemplated hereby and to fulfill the conditions to the Merger. In case at any time after the Effective Time any further action is necessary or otherwise arising desirable to carry out of a breach the purposes of this Agreement, each party to this Agreement shall use its reasonable best efforts to take all such action. No Shareholder will undertake any course of action inconsistent with this Agreement or (D) limit which would make any representations, warranties or restrict the ability of agreements made by such party in this Agreement or any other Operative Documents untrue or any conditions precedent to invoke this Agreement unable to be satisfied at or rely onprior to the Closing. No party to this Agreementwill take any action inconsistent with the qualification of the Merger as a tax-free reorganization under Section 368(a) of the Code, including without limitation a sale or transfer of Sierra Common Stock that would prevent the Merger from meeting the "continuity of interest" requirement for a reorganization, or a sale or transfer of capital stock or assets of the Company which would prevent the Merger from satisfying the "continuity of business enterprise" requirement for a reorganization under Section 368(a) of the Code; provided, however, that Sierra may effect a such a sale or transfer if the Board of Directors of Sierra determines that such sale or transfer is required in order for it to comply with its fiduciary duties under applicable law. After the Closing Date, each party hereto, at the request of and without any further cost or expense to the other parties, will take any further actions necessary or desirable to carry out the purposes of this Agreement or any other Operative Document, to vest in the Surviving Corporation full title to all properties, assets and rights of the Company and to effect the satisfaction of, issuance of the conditions Sierra Common Stock to the obligations of such party Shareholders pursuant to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicableterms and conditions hereof.

Notification of Certain Matters. (a) The Parent shall give prompt notice to the Company shall if any of the following occurs after the date of this Agreement: (i) give prompt written notice to each Purchaser receipt of any written notice or other written communication in writing from any Person person alleging that the consent Consent of such Person which person is or may be required in connection with the transactions contemplated by this Agreement Agreement, other than a Consent disclosed pursuant to Section 3.4 or 3.5 above or not required to be disclosed pursuant to the terms thereof; (ii) receipt of any material notice or other communication from any Governmental Authority (including, but not limited to, the NYSE or any other securities exchange) in connection with the transactions contemplated by this Agreement; (iii) the occurrence of any Event or Events which, individually or in the aggregate, is not reasonably likely to be obtained prior have a Parent Material Adverse Effect; (iv) the commencement or threat of any Litigation involving or affecting Parent or Merger Sub, or any of their respective properties or assets, or, to Closingits knowledge, if the failure to obtain any employee, agent, director or officer of Parent or Merger Sub, in his or her capacity as such consent would reasonably be expected to be adverse and material or as a fiduciary under a Benefit Plan of Parent, which relates to the Company consummation of the Merger; and its Subsidiaries taken as (v) the occurrence of any Event that is reasonably likely to cause a whole breach by Parent of any provision of this Agreement. If Parent receives an administrative or would materially impair other order or notification relating to any violation or claimed violation of the rules and regulations of any Governmental Authority that could affect the ability of Parent, Merger Sub or the Company to consummate the transactions contemplated hereby hereby, or perform should Parent become aware of any fact including any change in law or regulations (or any interpretation thereof) that is reasonably likely to cause such Governmental Authority to withhold its obligations consent to or approval of the Merger and the transactions contemplated hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company Parent shall give prompt notice to each Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to promptly notify the Company and its Subsidiaries taken Parent shall use commercially reasonable efforts to take such steps as a whole may be necessary to remove any such impediment of Parent or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party Merger Sub to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicableAgreement.

Notification of Certain Matters. (a) The Company shall (i) give prompt written notice to each Purchaser of any written notice or other written communication from any Person alleging that the consent of such Person which is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse Stockholders and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice to Apple of (a) the existence or occurrence of each Purchaser condition or state of the commencement of any investigation, inquiry facts which will or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably could be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in cause any representation or warranty of the Company or such Purchaser, as applicable, being any Stockholder contained herein to be untrue or incorrect in any covenant material respect at or prior to the Closing or on the IPO Closing Date and (b) any material failure of any Stockholder or the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by that Person hereunder, provided that no such notice shall be required until Apple shall give notice to the Company and the Stockholders of the date scheduled for the Closing with respect to the occurrence in the ordinary course of business and consistent with past practice of the Company or such Purchaserany Company Subsidiary, as applicablethe case may be, not being performed of any condition or state of facts which would cause any Sections of the Disclosure Statement to be incorrect. Apple shall give prompt notice to the Company of (a) the existence or occurrence of each condition or state of facts which will or reasonably could be expected to cause any representation or warranty of Apple contained herein to be untrue or inaccurate at or prior to the Closing or on the IPO Closing Date and (b) any material failure of Apple to comply with or satisfy any covenant, condition or agreement to be complied with such thator satisfied by it hereunder. The delivery of any notice pursuant to this Section 6.07 shall not be deemed to (a) modify the representations or warranties herein of the party delivering that notice, in each such caseor any other party, which modification may be made only pursuant to Section 6.08, (b) modify the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend limit or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions hereunder to the obligations of such party to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicablereceiving that notice.

Notification of Certain Matters. Subject to applicable Law and the instructions of any Governmental Authority, each of the Company and Parent shall keep the other reasonably apprised of the status of matters relating to completion of the transactions contemplated hereby, including (asubject to any confidentiality obligations) The Company 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, from any Governmental Authority with respect to such transactions. Without limiting the generality of the foregoing, 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, each of the Company, on the one hand, and Parent, on the other hand, shall give prompt notice to Parent and Merger Sub or the Company, as applicable, upon becoming aware (i) give prompt written notice that any representation or warranty made by it in this Agreement or any Ancillary Agreement that is qualified as to each Purchaser materiality has become 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, (ii) of any failure 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 any Ancillary Agreement, and (iii) any written notice or other written communication from any Person alleging that the consent of such Person which is or may be required in connection with the transactions contemplated by this Agreement is not likely hereby; provided, however, that no such notification shall affect or be deemed to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice to each Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in modify any representation or warranty of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend Agreement or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party the parties 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 pursuant to this Section 5.12. The Company shall promptly advise Parent orally and in writing of any change or event that has or could reasonably be expected to have a Material Adverse Effect. Each of the Company and Parent shall promptly advise the other party orally or in writing of any change or event that has or could reasonably be expected to cause any of the conditions to Closing set forth in Article VII or Article VIII, as applicableVI not to be satisfied by the Outside Date.

Notification of Certain Matters. (a) The Company shall (i) give prompt written notice to each Purchaser of any written notice or other written communication from any Person alleging that the consent of such Person which is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice to each Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunderVendor, and (ii) the Company Vendor shall give prompt notice to each the Purchaser, of (i) the occurrence or non-occurrence, of any event the occurrence or non-occurrence of which would be likely to cause (a) any representation or warranty contained in this Agreement to be untrue or inaccurate; or (b) any covenant, condition or agreement not to be complied with or satisfied; (ii) any failure of the Purchaser or the Vendor, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) subject to Section 6.1 and each 7.1, any lease, sublease, licence or other agreement entered into by the Purchaser, the Corporation, any of the Corporation's Subsidiaries or franchisees to occupy real property after the date of this Agreement and any amendment to any of the Leases or the CPI Leases; provided, however, that the delivery of any notice pursuant to this Section 8.2 shall not limit or otherwise affect the remedies available hereunder to the parties receiving such notice. The Purchaser shall give written prompt notice to the Company, Vendor of any event price increases it makes. The Purchaser and the Vendor will promptly supplement or circumstance that amend all of the Schedules and Exhibits hereto with respect to any matter hereafter arising which, if existing or occurring at the date of this Agreement, would result have been required to be set forth or described in such Schedule and Exhibit hereto (or provide a certificate of an officer certifying to which Schedules and Exhibits do not need to be supplemented or amended pursuant to the terms of this Agreement) at the following times: (i) November 26, 1997; (ii) ten Business Days prior to the day of the CPI meeting; and (iii) at the Closing. No supplement or amendment of a Schedule or Exhibit made pursuant to this Section shall be deemed to cure any breach of, affect or otherwise diminish any representation or warranty of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, made in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of Agreement unless the other party set forth hereto specifically agrees thereto in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicablewriting.

Notification of Certain Matters. (1) During the Interim Period, the Vendors’ Representative shall give prompt notice in writing to the Purchaser of: (a) The Company shall (i) give prompt written notice the occurrence, or failure to each Purchaser occur, of any written event, which occurrence or failure would be likely to cause any of the representations or warranties of the Vendors or the Vendors’ Representative, as applicable, contained in this Agreement to be untrue or inaccurate during the Interim Period; (b) any notice or other written communication from any Person alleging that the consent of such Person which is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice to each Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date.Transactions; (c) No information received by a party pursuant to this Section 5.11 nor any information received notice or learned by a party communication from any Governmental Authority in connection with the Transactions; (d) any Proceeding commenced or threatened against any of the Group Members or any of its representatives pursuant the Vendors or relating to or involving or otherwise affecting any of them, or which relates to the consummation of the Transactions or which relates to an investigation made Employee Plan; and (e) any failure by any of the Vendors to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied under this Agreement. (2) The Vendors’ Representative shall, and shall cause the Group Members to, confer on a regular and frequent basis with one or more designated Representatives of the Purchaser to report on operational matters and on the general status of the Business. The Vendors’ Representative shall, and shall cause the Group Members to, notify the Purchaser of any emergency or other change in the Ordinary Course or in the operation of the Business and of any governmental complaints, investigations or hearings (or communications indicating that such may be contemplated) or adjudicatory proceedings involving any portion of the Business or the Assets, and will keep the Purchaser fully informed of such events and permit the Representatives of the Purchaser access to all materials prepared in connection therewith. (3) The giving of any notice under this Section 5.11 shall be deemed to (A) qualify, modify, amend 6.6 does not in any way change or otherwise affect any representations, warranties, conditions, covenants or other agreements modify the representations and warranties of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this AgreementVendors, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by Purchaser, contained in this Agreement set forth in Article VII or Article VIII, as applicableotherwise affect the remedies available to the Purchaser under this Agreement.

Notification of Certain Matters. (a) The Company shall Each Party agrees to promptly notify the other Party upon becoming aware of (i) give prompt written notice to each Purchaser of any written notice or other written communication from any Person alleging that the consent of such Person which is or may be required in connection with the transactions contemplated by this Agreement is not likely Agreement, (ii) any notice or other communication from any Governmental Entity or Regulatory Authority in connection with the transactions contemplated by this Agreement, and (iii) any Litigation instituted or threatened (or unasserted but considered probable of assertion and which if asserted would have at least a reasonable possibility of an unfavorable outcome) against such Party or any its directors, officers or Affiliates, including by any stockholder of such Party, before any Governmental Entity, relating to be obtained prior to Closing, if the failure to obtain or involving or otherwise affecting such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole Party or would materially impair the ability any of the Company Subsidiaries, which, if pending on the date of this Agreement, would have been required to consummate have been disclosed pursuant to this Agreement or relating to this Agreement or the transactions contemplated hereby hereby, or perform its obligations hereunder, and (ii) facilitate adding seeking damages or discovery in connection with such individuals as designated by each Purchaser transactions. Parent shall have the right to be consulted with respect to the electronic notification system such that the designated individuals will receive electronic notice of the entry defense of any Bankruptcy Court Ordersuch Litigation; provided, that subject to Section 4.15, the Company shall retain the sole right and complete discretion to determine its own course of conduct with respect to any such Litigation. (b) To the extent permitted by applicable Law, The Company agrees to promptly notify Parent upon becoming aware of (i) the Company shall give prompt notice to each Purchaser of the commencement of any investigationfacts or circumstances which could result in a decision from a court, inquiry patent office, or review by other regulatory agency rendering any Governmental Entity with respect to the Company hGH Intellectual Property invalid or its Subsidiaries which unenforceable or (ii) any facts or circumstances, that would, or would reasonably be expected to be adverse and material to to, affect the Company and its Subsidiaries taken as a whole validity or would materially impair the ability enforceability of the Company to consummate the transactions contemplated hereby hGH-CTP Intellectual Property or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to impair or constitute an Encumbrance on the Company, of any event or circumstance that would result in any representation or warranty of ’s ability to transfer the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing DatehGH-CTP Intellectual Property. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicable.

Notification of Certain Matters. (a) The Company and the Sellers shall (i) give prompt written notice to each Purchaser Buyer of any written notice or other written communication from any Person alleging that the consent of such Person which is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice occurrence, or failure to each Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Companyoccur, of any event which occurrence or circumstance that failure would result in be likely to cause any representation or warranty of the Company or such Purchaser, as applicable, being and/or Sellers contained in this Agreement to be untrue or inaccurate in any covenant material respect at any time from the date hereof to the Closing Date, (ii) any failure of the Company and/or Sellers to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by them under this Agreement, (iii) any material claims, actions, proceedings or investigations commenced or threatened, involving or affecting the Company or any of its properties or assets, and (iv) any material adverse change in the business condition of the Company or the occurrence of an event known to the Sellers which, so far as reasonably can be foreseen at the time of its occurrence, would result in any such Purchaserchange. (b) In addition to, as applicable, and not being performed or complied with such that, in each such caselieu of, the conditions set forth foregoing, the Company and the Sellers shall deliver to Buyer a true and complete schedule of changes (the "Update Schedule") to any of the information contained in the Schedules to this Agreement (including changes to any other representations or warranties of the Company in Article VII II hereof and to any other representations or warranties of the Sellers in Article VIII, III hereof for which no Schedules have been created as applicable, of the date hereof but as to which a Schedule would not be satisfied have been required hereunder to have been created on or before the date hereof if such event or circumstance changes had existed on the date hereof) in writing to Buyer, dated on or prior to the Closing Date. (c) No information received Buyer shall give prompt written notice to the Sellers of (i) the occurrence, or failure to occur, of any event which occurrence or failure would be likely to cause any representation or warranty of Buyer contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Closing Date, (ii) any failure of Buyer to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by a party pursuant to it under this Section 5.11 nor Agreement, (iii) any information received material claims, actions, proceedings or learned by a party investigations commenced or threatened, involving or affecting Buyer or any of its representatives pursuant properties or assets, and (iv) any material adverse change in the business condition of Buyer or the occurrence of an event known to an investigation made under this Section 5.11 Buyer which, so far as reasonably can be foreseen at the time of its occurrence, would result in any such change. (d) The Company shall be deemed to (A) qualify, modify, amend inform the Buyer without undue delay of any judicial or otherwise affect extra-judicial proceedings that have been commenced or threatened in respect of any representations, warranties, conditions, covenants copyright or other agreements intellectual property rights or any other rights connected with the Software of which it becomes aware and shall co-operate fully with the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth Buyer in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability defense of such party to invoke or rely onrights, or effect at the satisfaction of, the conditions request of and to the obligations of such party to consummate the transactions contemplated extent required by this Agreement set forth in Article VII or Article VIII, as applicableBuyer.

Notification of Certain Matters. (a) The Company shall (i) give prompt written notice to each Purchaser of any written notice or other written communication from any Person alleging that At all times during the consent of such Person which is or may be required in connection period commencing with the transactions contemplated by execution and delivery of this Agreement is not likely and continuing until the earlier to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability occur of the Company termination of this Agreement pursuant to consummate Article VIII and the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable LawEffective Time, (i) subject to applicable Law, and upon Parent’s request, the executive officers of the Company shall give prompt notice consult in good faith on a regular basis with Parent to each Purchaser report material (individually or in the aggregate) operational developments, the status of the commencement of any investigationrelationships with customers, inquiry or review by any Governmental Entity resellers, partners, suppliers, licensors, licensees, distributors, and others having material business relationships with respect to the Company or any of its Subsidiaries which would Subsidiaries, the status of ongoing operations and other matters reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunderrequested by Parent under procedures reasonably requested by Parent, and (ii) the Company shall give prompt notice to each PurchaserParent and Acquisition 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 any such case if and each Purchaser shall give written prompt notice only to the Companyextent that such untruth or inaccuracy, or such failure, would cause or reasonably be expected to cause any of any event the conditions to the obligations of Parent and Acquisition Sub to consummate the transactions contemplated hereby set forth in Section 7.2(a) and Section 7.2(b) to not be satisfied at the Closing; provided that no such information or circumstance that would result in notification shall affect or be deemed to modify any representation or warranty of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend Agreement or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party Parent and Acquisition Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 6.13(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 VIII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Acquisition Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Acquisition 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 any such case if and only to the extent that such untruth or inaccuracy, or such failure, would reasonably be expected to cause any of the conditions to the obligations of the Company to consummate the transactions contemplated hereby set forth in Article VII Section 7.3(a) and Section 7.3(b) to not be satisfied at the Closing; provided that no such notification shall affect or Article VIIIbe deemed to modify any representation or warranty of Parent or Acquisition 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; provided, further, that the Company shall maintain the confidentiality of information provided to the Company pursuant to this Section 6.13(b) in the same manner as applicableParent would be required to maintain the confidentiality of such information under the Confidentiality Agreement if such information had been disclosed to it by the Company. (c) No investigation pursuant to this Section 6.13 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Notification of Certain Matters. (a) The Prior to the Closing, the Company shall (i) give prompt deliver to the Buyer written notice to each Purchaser (such notice, the “Company Update”) of any written notice event or other written communication from any Person alleging development occurring that the consent of such Person which is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained had it occurred prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse date hereof may have caused or constituted a breach of any of the representations and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability warranties of the Company to consummate contained in Section 3.1 of this Agreement (as modified by the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals Company Disclosure Letter as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Orderdate hereof). (b) To the extent permitted by applicable Law, (i) that the Company shall give prompt notice to each Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity with respect Update is delivered to the Company or its Subsidiaries which would reasonably be expected to be adverse and material Buyer prior to the Closing and the information in the Company and its Subsidiaries taken as a whole or would materially impair the ability of Update is determined by the Company to consummate be immaterial, or arise in the transactions contemplated hereby ordinary course of the Business or perform its obligations hereunderarise out of actions which are permitted or required to be performed by the Transaction Documents, and (ii) the Buyer agrees with such determination, the Company Disclosure Letter shall give prompt notice be deemed to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Dateupdated. (c) No To the extent that the information received in the Company Update is (i) determined by the Company not to be immaterial, nor arise in the ordinary course of the Business nor arise out of actions which are permitted or required to be performed by the Transaction Documents or (ii) determined by the Company to be immaterial, arise in the ordinary course of the Business or arise out of actions which are permitted or required to be performed by the Transaction Documents, but the Buyer does not agree with such determination in accordance with subsection (b) above, each of the Buyer and the Company shall use commercially reasonable best efforts and cooperate in good faith to identify steps to be taken by the Company to remedy or otherwise mitigate such event(s) or development(s) prior to the Closing. To the extent that the subject matter of such Company Update cannot be remedied or otherwise mitigated to the satisfaction of the Buyer in a party pursuant timely manner prior to this Section 5.11 nor the Closing, the Buyer and the Company may elect to postpone the Closing to another date that affords the Company (and the Buyer, if applicable) a reasonable amount of time (the “Remedy Period”) to so remedy or mitigate such subject matter. (d) Without limiting the foregoing, it is hereby acknowledged and agreed that the Company shall not be liable to the Buyer for any information received or learned by a party misrepresentation or any potential misrepresentation or any breach or potential breach of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party representations and warranties contained in Section 3.1 or any agreement or covenant set forth in this Agreement, (B) amend or otherwise supplement the information set forth in if the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions first provides notice to the obligations Buyer of those event(s) or development(s) resulting in such party to consummate breach or potential breach in accordance with this Section 6.3 and the transactions contemplated by this Agreement set forth in Article VII Buyer consummates the Transactions notwithstanding such breach or Article VIII, as applicablepotential breach.

Notification of Certain Matters. (a) The Company shall promptly notify Parent of (i) give prompt written notice to each Purchaser of any written notice or other written communication received by any of the Company or its Subsidiaries from any Person alleging that the consent of such Person which is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to ClosingTransactions, if the failure to obtain such consent would have a Company Material Adverse Effect or reasonably be expected to be adverse and material to materially impede or delay the Company and its Subsidiaries taken as a whole or would materially impair the ability consummation of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and Transactions; (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable LawProceeding commenced or, (i) the Company shall give prompt notice to each Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company’s Knowledge, threatened that may materially impede or delay the consummation of any event the Transactions, or circumstance that would make allegations that, if true, would, individually or in the aggregate, result in a Company Material Adverse Effect; (iii) any inaccuracy of any representation or warranty of the Company or such Purchaser, as applicable, being untrue or contained herein at any covenant or agreement time during the term hereof of which the Company or obtains Knowledge if such Purchaser, as applicable, not being performed or complied with such that, in each such case, inaccuracy would reasonably be expected to cause any of the conditions set forth in Article VII or Article VIII, as applicable, would not clause (B)(2) of Annex A to fail to be satisfied at the Expiration Time; and (iv) any failure of the Company to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder of which the Company obtains Knowledge if such event or circumstance existed on failure would reasonably be expected to cause the Closing Date. condition set forth in clause (cB)(3) No information received by a party of Annex A to fail to be satisfied at the Expiration Time. The delivery of any notice pursuant to this Section 5.11 nor any information received 6.17(a) shall not affect or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend modify any representation or otherwise affect any representations, warranties, conditions, covenants or other agreements warranty of the other party Company set forth in this Agreement, (B) amend Agreement or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party Parent and Merger Sub to consummate the transactions contemplated Offer or the remedies available to Parent and Merger Sub hereunder. (b) Parent shall promptly notify the Company of (i) any written notice or other communication received by Parent or Merger Sub from any Person alleging that the consent of such Person is or may be required in connection with the Transactions, if the failure to obtain such consent would have a Parent Material Adverse Effect or reasonably be expected to materially impede or delay the consummation of the Transactions; (ii) any Proceeding commenced or, to Parent’s Knowledge, threatened that may materially impede or delay the consummation of the Transactions; (iii) any inaccuracy of any representation or warranty of Parent or Merger Sub contained herein at any time during the term hereof of which Parent obtains Knowledge if such inaccuracy would reasonably be expected to materially impede or delay Parent and Merger Sub’s ability to consummate the Transactions; and (iv) any failure of either Parent or Merger Sub to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder of which Parent obtains Knowledge if such failure would reasonably be expected to materially impede or delay Parent and Merger Sub’s ability to consummate the Transactions. The delivery of any notice pursuant to this Agreement Section 6.17(b) shall not affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in Article VII this Agreement or Article VIIIthe remedies available to the Company hereunder. (c) Notwithstanding anything in this Agreement to the contrary, in no event will any failure by the Company or Parent to comply with the applicable terms of this Section 6.17 be used by Parent or Merger Sub, on the one hand, or Company, on the other hand, as applicable, as a basis to (x) terminate this Agreement or (y) assert the failure of any condition in Annex A to be satisfied.

Notification of Certain Matters. (a) The During the Pre-Closing Period, the Company shall (i) give prompt written notice to each Purchaser Acquiror of (i) the occurrence or nonoccurrence of any written notice event, condition, fact or other written communication from any Person alleging circumstance that the consent of such Person which is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to Closing, if the failure to obtain such consent would could reasonably be expected to be adverse and material to cause any representation or warranty made by the Company contained in this Agreement or in any of the other Operative Documents to be untrue or inaccurate in any material respect (provided that such notice shall be required to be made with respect to any representation or warranty that is made exclusively as of, and its Subsidiaries taken that refers specifically to, a specified date only if any event, condition, fact or circumstance results in or evidences the untruth or inaccuracy of such representation or warranty as a whole or would materially impair the ability of such specified date), (ii) any failure by the Company to consummate the transactions contemplated hereby comply with or perform its obligations satisfy any obligation, agreement or covenant to be complied with or satisfied by it hereunder, and (iiiii) facilitate adding such individuals as designated by each Purchaser any pending or, to the electronic notification system such that the designated individuals will receive electronic notice knowledge of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable LawCompany, (i) the Company shall give prompt notice to each Purchaser of the commencement of any investigation, inquiry or review threatened Legal Proceeding by any Governmental Entity or any other Person (A) concerning any of the Contemplated Transactions, (B) challenging or seeking material damages in connection with respect this Agreement or any of the Contemplated Transactions, or (C) seeking to restrain or prohibit the Company consummation of the Merger or any of the Contemplated Transactions or otherwise limit the right of Acquiror or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole own or would materially impair the ability operate all or any portion of the Company to consummate businesses or Assets of the transactions contemplated hereby or perform its obligations hereunderCompany, and (iiiv) the Company shall give prompt notice to each Purchaserany event, and each Purchaser shall give written prompt notice to the Companycondition, of any event fact or circumstance that would result in make the timely satisfaction of any representation or warranty of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII IV impossible or unlikely or that has had or could reasonably be expected to have or result in a Company Material Adverse Effect. (b) At any time during the Primary Period, but not more frequently than once in each calendar month, Acquiror may deliver to the Company a written notice in the form attached hereto as Exhibit C (a “Disclosure Memorandum Update Request”) stating that Acquiror is considering delivering a Secondary Period Election Notice, and requesting that the Company deliver to Acquiror an update to the Disclosure Memorandum (a “Disclosure Memorandum Update”). For purposes of any Disclosure Memorandum Update: (a) the term “as of the date of this Agreement” as used throughout Article VIII2 shall be deemed to refer to the date on which such Disclosure Memorandum Update is delivered by the Company to Acquiror; and (b) the term “Balance Sheet Date” as used in Section 2.6 shall be deemed to refer to the last day of the most recent fiscal quarter of the Company for which financial statements of the Company are available prior to the date on which such Disclosure Memorandum Update is delivered by the Company to Acquiror. As soon as practicable following its receipt of a Disclosure Memorandum Update Request, and in any event within ten (10) Business Days after Acquiror delivers a Disclosure Memorandum Update Request to the Company, the Company shall deliver to Acquiror an accurate and complete Disclosure Memorandum Update. Except as applicableotherwise expressly provided herein, would not no Disclosure Memorandum Update, and no matter disclosed pursuant to Section 6.9(a), shall be satisfied if such event deemed to supplement or circumstance existed on amend the Closing DateDisclosure Memorandum for the purpose of, or otherwise be taken into account in, (i) determining the accuracy of any of the representations and warranties made by the Company in this Agreement or in any other Operative Document, (ii) determining whether the Company has complied with its obligations, agreements and covenants under this Agreement or any other Operative Document or (iii) determining whether any condition set forth in Article IV has been satisfied. (c) No information received During the Pre-Closing Period, Acquiror shall give prompt written notice to the Company of (i) any pending or, to the knowledge of Acquiror, threatened Legal Proceeding by a party pursuant to this Section 5.11 nor any information received or learned by a party Governmental Entity or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to other Person (A) qualify, modify, amend or otherwise affect concerning any representations, warranties, conditions, covenants or other agreements of the other party set forth in this AgreementContemplated Transactions, (B) amend challenging or otherwise supplement seeking material damages in connection with this Agreement or any of the information set forth in the Company Disclosure LetterContemplated Transactions, or (C) limit seeking to restrain or restrict prohibit the remedies available to such party under this Agreement, applicable Law consummation of the Merger or any of the Contemplated Transactions or otherwise arising out limit the right of a breach Acquiror or its Subsidiaries to own or operate all or any portion of this Agreementthe businesses or Assets of the Company, and (ii) any event, condition, fact or (D) limit or restrict circumstance that would make the ability timely satisfaction of such party to invoke or rely on, or effect the satisfaction of, any of the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement set forth in Article VII V of the Merger Agreement impossible or Article VIIIunlikely. In addition, during the Secondary Period, Acquiror shall give prompt written notice to the Company of (x) the occurrence or nonoccurrence of any event, condition, fact or circumstance that could reasonably be expected to cause any representation or warranty made by Acquiror contained in this Agreement to be untrue or inaccurate in any material respect (provided that such notice shall be required to be made with respect to any representation or warranty that is made exclusively as applicableof, and that refers specifically to, a specified date only if any event, condition, fact or circumstance results in or evidences the untruth or inaccuracy of such representation or warranty as of such specified date), and (y) any failure by Acquiror to comply with or satisfy any obligation, agreement or covenant to be complied with or satisfied by it hereunder.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which results in any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect (or, in the case of any representation or warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respect) and any failure of the 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 hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.7 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice. (b) Each of the Company and Parent shall give prompt notice to the other of (i) give prompt written notice to each Purchaser of any written notice or other written communication from any Person alleging that the consent of such Person which 44 50 is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to ClosingMerger, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to any notice or other communication from any Governmental Authority in connection with the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable LawMerger, (iiii) the Company shall give prompt notice any Litigation, relating to each Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to involving or otherwise affecting the Company or its Subsidiaries or the Parent that relates to the consummation of the Merger; (iv) the occurrence of a default or event that, with notice or lapse of time or both, will become a default under any contract which would reasonably be expected to be adverse and is material to Parent or any Material Agreement of the Company; and (v) any change that is reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or would materially impair Parent or is likely to delay or impede the ability of either Parent or the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement or to fulfill their respective obligations set forth herein. (c) Each of the Company and Parent shall give (or shall cause their respective Subsidiaries to give) any notices to third Persons, and use, and cause their respective Subsidiaries to use, all reasonable efforts to obtain any consents from third Persons (i) necessary, proper or advisable to consummate the transactions contemplated by this Agreement, (ii) otherwise required under any contracts, licenses, leases or other agreements in Article VII connection with the consummation of the transactions contemplated hereby or Article VIII(iii) required to prevent a Material Adverse Effect on the Company or Parent from occurring. If any party shall fail to obtain any such consent from a third Person, as applicablesuch party shall use all reasonable efforts, and will take any such actions reasonably requested by the other parties, to limit the adverse effect upon the Company and Parent, their respective Subsidiaries, and their respective businesses resulting, or which would result after the Effective Time, from the failure to obtain such consent.

Notification of Certain Matters. (a) The Company shall (i) give prompt written notice to each Purchaser DERMAdoctor, the Founders and the Sellers shall promptly notify NovaBay of (A) any written notice material actions, suits, claims or other written communication from any Person alleging that the consent of such Person which is or may be required Proceedings in connection with the transactions contemplated by this Agreement is not Contemplated Transactions or, to the Knowledge of such applicable party, threatened, against DERMAdoctor, the Founders and the Sellers, as the case may be; or (B) the occurrence or non-occurrence of any fact or event which would be reasonably likely to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of cause any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice to each Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions condition set forth in Article VII 8 not to be satisfied; or Article VIII(C) any written notice from a Governmental Authority that will adversely impact or delay the consummation of the Contemplated Transactions; or (D) to the Knowledge of such applicable party, as applicable, would not be satisfied if such event any fact or circumstance existed on the Closing Date. or event that (c1) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or would cause any of its representatives pursuant representations or warranties to an investigation made under no longer be true and correct in any material respects or (2) would result in a material breach of any agreement or covenant hereunder. NovaBay’s receipt of this Section 5.11 information shall be deemed to (A) qualify, modify, amend not act as a waiver or otherwise affect effect any representations, warranties, conditions, covenants or other agreements obligation of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such a party under this Agreement, applicable Law including the respective representations, warranties, covenants and agreements hereunder. (ii) NovaBay shall promptly notify DERMAdoctor and the Founders, on behalf of the Sellers, of (A) any material actions, suits, claims or otherwise arising out Proceedings in connection with the Contemplated Transactions or, to the Knowledge of NovaBay, threatened, against NovaBay; or (B) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article 8 not to be satisfied; (C) any written notice from a breach Governmental Authority that will adversely impact or delay the consummation of this Agreement, the Contemplated Transactions; or (D) limit or restrict to the ability Knowledge of such applicable party, any fact or circumstance or event that (1) would cause any of its representations or warranties to no longer be true and correct in any material respects or (2) would result in a material breach of any agreement or covenant hereunder. DERMAdoctor’s or the Founders’ receipt of this information shall not act as a waiver or otherwise effect any obligation of a party to invoke or rely onunder this Agreement, or effect including the satisfaction ofrepresentations, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIIIwarranties, as applicablecovenants and agreements hereunder.

Notification of Certain Matters. (a) The From and after the date of this Agreement until the earlier to occur of the Effective Time or termination of this Agreement in accordance with its terms, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence, or non-occurrence, of any event which would reasonably be expected to cause any condition to the obligation of any Party to effect the transactions contemplated hereby not to be satisfied, (ii) any failure of the Company, Parent or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement which would reasonably be expected to cause any condition to the obligation of any Party to effect the transactions contemplated hereby not to be satisfied, and (iii) the occurrence, or non-occurrence, of any event the occurrence or non-occurrence of which would cause any representation or warranty of such Party contained in this 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 Effective Time; provided that the delivery of any notice pursuant to this Section 6.8 (Notification of Certain Matters) shall not limit or otherwise affect the remedies available hereunder to the Party receiving such notice. (b) From and after the date of this Agreement until the earlier to occur of the Effective Time or termination of this Agreement in accordance with its terms, the Company shall give prompt written notice to each Purchaser Parent, and Parent shall give prompt notice to the Company, of (i) any written notice or other written communication from any Governmental Entity in connection with the transactions contemplated hereby or from any Person alleging that the consent of such Person which is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable LawProceeding commenced or, (i) the Company shall give prompt notice to each Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company's Knowledge or Parent' Knowledge, as the case may be, threatened in writing, relating to or involving or otherwise affecting it or any of any event or circumstance that its Subsidiaries and Affiliates which, if pending on the date of this Agreement, would result in any representation or warranty have been required to have been disclosed pursuant to Article III (Representations and Warranties of the Company Company) or such PurchaserArticle IV (Representations and Warranties of Parent and Merger Sub), as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions which relates to the obligations consummation of such party to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicablehereby.

Notification of Certain Matters. (a) The Company shall give prompt notice to Parent of the discovery of any material fact or circumstance that, or the discovery of the occurrence or non-occurrence of any material event the occurrence or non-occurrence of which, would cause (i) give prompt written notice to each Purchaser any material representation or warranty of any written notice or other written communication from any Person alleging that the consent of such Person which is or may be required Company contained in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to Closinginaccurate in any material respect as of the time originally made, if the or (ii) any material failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate comply with any material covenant required to be complied with by it under this Agreement; provided, however, that no such notice shall affect the transactions contemplated hereby representations or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser warranties of the Company or the conditions to the electronic notification system such that the designated individuals will receive electronic notice performance by Parent and Acquisition Sub of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Lawtheir obligations under this Agreement. In addition, (i) the Company shall give prompt notice to each Purchaser Parent of the commencement Company's discovery of any investigation, inquiry material fact or review circumstance that would cause any material representation of the Company qualified by knowledge contained in this Agreement to be inaccurate in any Governmental Entity with material respect as of the time originally made if such representation were to have been made without the knowledge qualifier as of the time originally made. Notwithstanding anything to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to contrary in this Agreement, neither the Company and its Subsidiaries taken as a whole or would materially impair the ability failure of the Company to consummate deliver any notice required pursuant to this Section 5.12(a), nor any delay in the transactions contemplated hereby delivery of any such notice, shall be considered in determining whether the Offer Condition set forth in clause "(c)" of Annex I has been satisfied or perform its obligations hereunderwhether the termination right in Section 7.1(i) is available to Parent, and (ii) unless such failure or delay was the result of a willful decision made by an executive officer of the Company who had knowledge of the information required to be delivered to Parent pursuant to this Section 5.12(a) and who had knowledge of the applicability of this Section 5.12(a) to such information. (b) Parent shall give prompt notice to each Purchaserthe Company of the discovery of any material fact or circumstance that, and each Purchaser or the occurrence or non-occurrence of any material event the occurrence or non-occurrence of which, would cause (i) any material representation or warranty of Parent or Acquisition Sub contained in this Agreement to be inaccurate in any material respect, or (ii) any material failure of Parent or Acquisition Sub to comply with any material covenant required to be complied with by it under this Agreement; provided, however, that no such notice shall affect the representations or warranties of Parent or Acquisition Sub or the conditions to the performance by the Company of its obligations under this Agreement. In addition, Parent shall give written prompt notice to the Company, Company of Parent's discovery of any event material fact or circumstance that would result cause any material representation of Parent or Acquisition Sub qualified by knowledge contained in this Agreement to be inaccurate in any representation or warranty material respect as of the Company or time originally made if such Purchaser, representation were to have been made without the knowledge qualifier as applicable, being untrue or any covenant or agreement of the Company or such Purchasertime originally made. Notwithstanding anything to the contrary in this Agreement, as applicable, not being performed or complied with such that, in each such case, neither the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party failure of Parent to deliver any notice pursuant to this Section 5.11 5.12(b), nor any delay in the delivery of any such notice, shall be considered in determining whether the termination right in Section 7.1(j) is available to the Company, unless such failure or delay was the result of a willful decision made by an executive officer of Parent who had knowledge of the information received or learned by a party or any of its representatives required to be delivered to the Company pursuant to an investigation made under this Section 5.11 shall be deemed to (A5.12(b) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements and who had knowledge of the other party set forth in applicability of this Agreement, (BSection 5.12(b) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicableinformation.

Notification of Certain Matters. (a) The Company shall (i) give prompt written notice to each Purchaser of any written notice or other written communication from any Person alleging that the consent of such Person which is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice (the "Company Notice") to each Purchaser AppNet of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (iia) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, occurrence or non-occurrence of any event the occurrence or circumstance that non-occurrence of which would result in be likely to cause any representation or warranty of the Company or such Purchaser, as applicable, being the Stockholders contained herein to be untrue or inaccurate in any covenant material respect at or agreement prior to the Closing Date and (b) any material failure of the Company or such Purchaserthe Stockholders to comply with or satisfy any covenant, as applicable, not being performed condition or agreement to be complied with such that, or satisfied by the Company or the Stockholders hereunder. AppNet shall give prompt notice to the Company of (a) 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 AppNet contained herein to be untrue or inaccurate in each such case, the conditions set forth in Article VII any material respect at or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on prior to the Closing Date. Date and (cb) No information received any material failure of AppNet to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by a party AppNet hereunder. The delivery of any notice pursuant to this Section 5.11 nor any information received or learned by a party or any 6.5 shall not, without the express written consent of its representatives pursuant to an investigation made under this Section 5.11 shall the receiving party, be deemed to (A) qualify, modify, amend modify the representations or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreementwarranties hereunder, (B) amend or otherwise supplement modify the information conditions set forth in Sections 7 or 8 hereof, as the Company Disclosure Lettercase may be, or (C) limit or restrict otherwise affect the remedies available hereunder to any party hereto; provided, however, that (i) a Company Notice shall modify the representation or warranty to which it relates to the extent that the aggregate amount of Damages attributable to the events or failure disclosed in such party under this AgreementCompany Notice does not exceed the Indemnity Basket (as defined in Section 9.1(d)), applicable Law in which case the Indemnity Basket shall be reduced by the amount of such Damages resulting from the change in the representation or otherwise arising out warranty disclosed in the Company Notice; and (ii) the Company Notice shall not be deemed to modify the representation or warranty to which it relates to the extent the aggregate amount of a Damages attributable to the events or failure disclosed in such Company Notice exceeds the Indemnity Basket, in which case the Buyer may, in its sole discretion, (a) proceed with Closing, reduce the Indemnity Basket by the amount of such Damages resulting from the change in the representation or warranty disclosed in the Company Notice and waive the breach of this Agreement, such representation or warranty and all claims for Damages related thereto in excess of the Indemnity Basket or (Db) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to not consummate the transactions contemplated by in this Agreement set forth based on the Company's and the Stockholders' failure to meet the condition precedent in Article VII or Article VIII, as applicableSection 7.1.

Notification of Certain Matters. (a) The Company shall Between the date hereof and the Closing, each party to this Agreement will give prompt notice in writing to the other party hereto of: (i) give prompt written notice to each Purchaser any information that indicates that any representation and warranty of such party contained herein was not true and correct as of the date hereof or will not be true and correct as of the Closing, (ii) the occurrence of any written event which could result in the failure to satisfy a condition specified in Article 6 or Article 7 hereof, as applicable, (iii) any notice or other written communication from any Person third person alleging that the consent of such Person which third person is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunderAgreement, and (iiiv) facilitate adding such individuals as in the case of the Stockholders and the Companies, any notice of, or other communication relating to, any default or event which, with notice or lapse of time or both, would become a default under any Company Agreement. The Stockholders shall (x) promptly advise UAG of any event that has, or could in the future have, a Material Adverse Effect (y) confer on a regular basis with one or more designated by each Purchaser representatives of UAG to report operational matters and to report the electronic notification system such general status of ongoing operations, and (z) notify UAG of any emergency or other change in the normal course of business or in the operation of the properties of the Companies and of any governmental complaints, investigations or hearings (or communications indicating that the designated individuals same may be contemplated) or adjudicatory proceedings involving the Companies or any of their assets or operations, and will receive electronic notice keep UAG fully informed of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company such events and permit UAG's representatives access to all materials prepared in connection therewith. The Stockholders shall give prompt notice to each Purchaser UAG of any notice or other communication from any third person asserting any right, title or interest in any of the Shares held by the Stockholders (including, without limitation, any threat to commence, or notice of the commencement of any investigation, inquiry action or review by any Governmental Entity other proceeding with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability any of the Company Shares) or the occurrence of any other event of which the Stockholders have knowledge which could result in any failure to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty sale of the Company or such Purchaser, Shares as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Datecontemplated hereby. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicable.

Notification of Certain Matters. (a) The Company shall (i) give prompt written notice to each Purchaser A. BFST will promptly notify PBI in writing if it becomes aware of any written notice fact or other written communication from any Person alleging condition that the consent of such Person which is makes or may be required in connection with the transactions contemplated by this Agreement is not likely shows to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice to each Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in untrue any representation or warranty made by BFST in, or any information disclosed on the Schedules provided to PBI by BFST under, this Agreement; reasonably would be expected to cause or constitute a breach of, of failure to comply with, any of the Company covenants or such Purchaseragreements of BFST contained in this Agreement; or reasonably would be expected to give rise, as applicableindividually or in the aggregate, being untrue to the failure to occur of any closing condition under this Agreement. No information received by PBI under this Section 7.12A will affect or be deemed to modify or waive any representation, warranty, covenant or agreement of BFST in this Agreement, any Schedules delivered in accordance with this Agreement, any condition to PBI’s obligation to consummate the Company Merger or any remedies available to PBI under this Agreement; provided, that any failure to give notice in accordance with the foregoing shall not be deemed to constitute a violation of this Section 7.12A or the failure of any condition set forth in Section 8.01 or Section 8.03 to be satisfied, or otherwise constitute a breach of this Agreement by BFST failing to give such Purchaser, as applicable, not being performed or complied with such thatnotice, in each such case, case unless the underlying breach would independently result in a failure of the conditions set forth in Article VII Section 8.01 or Article VIIISection 8.03 to be satisfied. B. PBI will promptly notify BFST in writing if it becomes aware of any fact or condition that makes or shows to be untrue any representation or warranty made by PBI in, as applicable, would not be satisfied if such event or circumstance existed any information disclosed on the Closing Date. (c) Schedules provided to BFST by PBI under, this Agreement; reasonably would be expected to cause or constitute a breach of, or failure to comply with, any of the covenants or agreements of PBI contained in this Agreement; or reasonably would be expected to give rise, individually or in the aggregate, to the failure to occur of any closing condition under this Agreement. No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made BFST under this Section 5.11 shall 7.12B will affect or be deemed to (A) qualifymodify or waive any representation, modifywarranty, amend covenant or otherwise affect any representations, warranties, conditions, covenants or other agreements agreement of the other party set forth PBI in this Agreement, (B) amend any Schedules delivered in accordance with this Agreement, any condition to BFST’s obligation to consummate the Merger or otherwise supplement any remedies available to BFST under this Agreement; provided, that any failure to give notice in accordance with the information foregoing shall not be deemed to constitute a violation of this Section 7.12B or the failure of any condition set forth in the Company Disclosure LetterSection 8.01 or Section 8.02 to be satisfied, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of constitute a breach of this AgreementAgreement by PBI failing to give such notice, or (D) limit or restrict in each case unless the ability underlying breach would independently result in a failure of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement set forth in Article VII Section 8.01 or Article VIII, as applicableSection 8.02 to be satisfied.

Notification of Certain Matters. During the Pre-Closing Period, the Parent shall give prompt notice to the Company, and the Company shall give prompt notice to the Parent, of (a) The Company shall (i) give prompt written notice the occurrence, or failure to each Purchaser occur, of any written event, which occurrence or failure to occur is reasonably likely to cause any condition to Closing set forth in Article VII not to be satisfied, (b) any failure of such party (or, in the case of the Parent, Merger Sub) to perform in all material respects any obligation to be performed by it under this Agreement, (c) any notice or other written communication received by such party (or, in the case of the Parent, Merger Sub) from any Governmental Entity in connection with this Agreement or the transactions contemplated hereby or from any Person alleging that the consent of such Person which is or may be required in connection therewith, (d) any Legal Proceeding commenced or, to the Company’s Knowledge on the one hand and Parent’s knowledge, on the other hand, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries, which relate to this Agreement and the transactions contemplated hereby, (e) any notice or other communication (whether oral or written) received by the Company or otherwise between the Company and the holders of any Company Warrants with respect to the Company Warrants, including any such notice or communication requesting or attempting to effect the transfer, assignment, exercise or termination of any Company Warrants or otherwise relating to the terms and conditions of the Company Warrants, and (f) any written notice or other written communication received by the Company with respect to the Company’s Credit Facility or the Company’s Revolving Credit Agreement, including the exercise by any lender under the Credit Facility of any put notice to require the Company to repay loans outstanding under the Credit Facility. The Company will advise the Parent in writing no later than four (4) Business Days prior to the Closing Date of the amount required to be paid by the Company to the holders of the Company Warrants who have exercised their right to terminate Company Warrants in connection with consummation of the transactions contemplated by this Agreement is not likely to be obtained prior to ClosingAgreement. Notwithstanding the above, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry delivery of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice to each Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend 6.9 will not limit or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available hereunder to the party receiving such party under this Agreement, applicable Law notice or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party party’s obligation to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicableMerger.

Notification of Certain Matters. (a) The Company Sellers and Members shall promptly notify Purchasers and Parent, and Parent and Purchasers shall promptly notify Sellers and Members, in writing of: (ia) give prompt written notice to each Purchaser receipt of any written notice or other written communication from any Person third party alleging that the consent of such Person which the third party is or may be required in connection with the transactions contemplated by this Agreement is not likely hereby; (b) any Material Adverse Effect with respect to be obtained prior to ClosingSellers, if the failure to obtain such consent Business or the Purchased Products and Related Assets; (c) any event, state of facts, occurrence, non-occurrence, circumstance, development or change that would reasonably be expected to be adverse cause a failure of any of the conditions to Closing set forth in Section 8.1 or Section 8.2; (d) any Proceedings commenced or, to its knowledge (for purposes of this Section 7.19, the term “knowledge” shall mean the Knowledge of Sellers, the Knowledge of Members, the Knowledge of Purchasers or the Knowledge of Parent, as applicable), threatened, involving or affecting any Party, the Business or any Party’s respective properties, employees, owners or assets, including the Purchased Products and material Related Assets, including any Proceeding commenced, or to its knowledge, threatened by any Governmental Authority; or (e) any violation, or alleged violation, of Law by Sellers or Members (or any employees or owners of the foregoing) or otherwise relating to the Company Business or the Purchased Products and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court OrderRelated Assets. (b) To Notwithstanding anything in this Agreement to the extent permitted contrary, no notification or investigation by applicable Lawany Party shall affect the representations, (i) the Company shall give prompt notice to each Purchaser of the commencement warranties, indemnities or other covenants of any investigation, inquiry Party or review by any Governmental Entity with respect the conditions to the Company obligations of any Party hereunder, nor shall it limit or its Subsidiaries otherwise affect the remedies available hereunder to any Party receiving such notice. If any event, state of facts, occurrence, non-occurrence, circumstance, development or change first occurs or develops during the period commencing immediately after the execution of this Agreement by Sellers and ending on the second (2nd) Business Day immediately prior to the Closing Date, which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as cause a whole or would materially impair the ability failure of any of the Company conditions to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions Closing set forth in Article VII Section 8.1 or Article VIIISection 8.2, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party then Agent shall provide prompt written notice thereof to Parent and Purchasers pursuant to this Section 5.11 nor any information received 7.19(a) (a “Condition Failure Notification”), and Parent and Agent shall, within the thirty (30) consecutive calendar day period immediately following Parent’s and Purchasers’ receipt of such Condition Failure Notification (or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 such longer period as shall be deemed mutually agreed by Parent and Agent) (a “Negotiation Period”), engage in good faith negotiations in an attempt to (Adetermine the amount of Losses that would reasonably likely be suffered by Purchaser Indemnified Parties and any other amendments to this Agreement or the Ancillary Agreements as may reasonably be expected to be necessary, appropriate or advisable in respect thereof, arising or resulting from the matter(s) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure LetterCondition Failure Notification. In the event that the Parties are unable to agree upon the amount of such Losses or any of the terms of such amendments during the Negotiation Period, then the amount of such Losses and any such proposed amendments shall be promptly submitted to arbitration by a panel of three (C3) limit or restrict arbitrators selected by mutual agreement of Parent and Agent or, failing such agreement, by a panel of three (3) arbitrators experienced in mergers and acquisitions that are selected in accordance with the remedies available rules of the American Arbitration Association (the “AAA”) then in effect solely for the purposes of determining the dollar amount of such Losses and any such amendments. All such Losses constitute Retained Liabilities hereunder, and, as a result, the Purchaser Indemnification Parties shall be entitled to full indemnification with respect to such party under Losses pursuant to Article IX. The Parties hereto shall reform this AgreementAgreement and any applicable Ancillary Agreements to incorporate any such arbitral award and any such amendments (which reformed agreements shall be valid, applicable Law binding and enforceable against the Parties). The arbitration shall take place in New York City, in accordance with the rules of the AAA then in effect, and judgment upon any award rendered in such arbitration will be binding and may be entered in any court having jurisdiction thereof. There shall be limited discovery prior to the arbitration hearing as follows: (a) exchange of witness lists and copies of documentary evidence and documents relating to or otherwise arising out of the issues to be arbitrated, (b) depositions of all party witnesses and (c) such other depositions as may be allowed by the arbitrators upon a breach showing of good cause. Depositions shall be conducted in accordance with the New York Code of Civil Procedure. The arbitrators shall be directed to provide in writing to the parties the basis for the award or order of such arbitrators. A court reporter shall record all hearings, with such record constituting the official transcript of such proceedings. Each party will bear its own costs in respect of any such dispute. Parent, on the one hand, and Sellers, on the other hand, shall each be responsible for fifty percent (50%) of the arbitrators’ compensation charges and the administrative fees of the AAA. The parties knowingly and voluntarily agree to this arbitration provision and acknowledge that such arbitration shall be instead of any civil litigation, meaning that the parties each are waiving any rights to a jury trial in connection with the foregoing matters. If (x) Agent delivers a Condition Failure Notification to Parent and Purchasers, and (y) Closing otherwise would have occurred under Section 2.1 during the applicable Negotiation Period, but for the delivery of the Condition Failure Notification and the operation of this Agreementsentence, then, notwithstanding anything in this Agreement to the contrary, the Closing shall occur as otherwise provided in and subject to the conditions of Section 2.1, but in no event sooner than the date (the “Extension Date”) that is on (A) the tenth (10th) calendar day after the date on which Closing otherwise would have occurred under Section 2.1 ‎but for the delivery of the Condition Failure Notification and the operation of this sentence, and (B) the first Business Day after the last day of the Negotiation Period; it being understood if there are more than one Condition Failure Notifications given, then the provisions of this Section 7.19(b) shall be successively complied with. For the avoidance of doubt, the occurrence of the Closing while the amount of Losses and any amendments have not been determined shall not in any way be deemed a waiver, or (D) limit or restrict otherwise diminish the ability entitlement of such party the Purchaser Indemnified Parties’ rights to invoke or rely onindemnification hereunder, or effect in respect of the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicableapplicable Condition Failure Notification.

Notification of Certain Matters. (a) The From time to time prior to the Closing, the Company shall (i) give prompt written notice notify the Purchaser with respect to each Purchaser of any written notice or other written communication from any Person alleging that matter arising after the consent of such Person which is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability delivery of the Company Disclosure Schedule that, if existing at, or occurring on, the date of this Agreement, would have been required to consummate be set forth or described in the transactions contemplated hereby Company Disclosure Schedule. No such notification shall be deemed to amend or perform its obligations hereundersupplement the Company Disclosure Schedule pursuant to this section or shall otherwise be deemed to cure any breach of any representation, and (ii) facilitate adding such individuals warranty or covenant made as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry date of any Bankruptcy Court Orderexecution of this Agreement. (b) To The Company shall give written notice to Purchaser promptly upon receipt of Knowledge by the extent permitted by applicable Law, Company of (i) the Company shall give prompt notice to each Purchaser of the commencement occurrence or non-occurrence of any investigation, inquiry event whose occurrence or review by any Governmental Entity with respect to the Company or its Subsidiaries which would non-occurrence could reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and cause either (iiA) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty of the Company or such Purchaser, as applicable, being contained in this Agreement to be untrue or inaccurate in any covenant material respect when made or agreement at the Closing Date or (B) any condition with respect to the Company set forth in Article VI and Article VII to be unsatisfied in any material respect at any time from the date hereof to the Closing Date, (ii) any material failure of the Company or such Purchaserany officer, as applicabledirector, not being performed employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder and (iii) the occurrence of a Material Adverse Effect with respect to the Company and the Company Subsidiaries, taken as a whole; provided, however, that the delivery of any notice pursuant to this section shall not limit or otherwise affect the remedies available hereunder to the party receiving such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Datenotice. (c) No information received Purchaser shall give written notice to the Company promptly upon receipt of Knowledge by a party pursuant to this Section 5.11 nor the Purchaser of (i) the occurrence or non-occurrence of any information received event whose occurrence or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to non-occurrence would cause either (A) qualify, modify, amend any representation or otherwise affect any representations, warranties, conditions, covenants or other agreements warranty of the other party set forth Purchaser contained in this Agreement, Agreement to be untrue or inaccurate in any material respect when made at the Closing Date or (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement any condition set forth in Article VII VI or Article VIIIVII to be unsatisfied in any material respect at any time from the date hereof to the Closing Date and (ii) any material failure of Purchaser or any officer, as applicabledirector, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this section shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. (a) The Company Parent shall give prompt notice to Web if any of the following occur from the date of this Restated Agreement through the Closing Date: (i) give prompt written any notice to each Purchaser 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 Parent Material Contract which could have a Parent Material Adverse Effect; (ii) receipt of any written notice or other written communication from any Person third party alleging that the consent Consent of such Person which third party is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and Restated Agreement; (iiiii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry receipt of any Bankruptcy Court Order. material notice or other communication from any regulatory authority (b) To including, but not limited to, the extent permitted by applicable Law, (i) the Company shall give prompt notice to each Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty of the Company or such Purchaser, as applicable, being untrue NYSE or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied other securities exchange) in connection with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Restated Agreement; (iv) receipt of any notice of or other communication regarding or otherwise obtaining knowledge of an Event which would have a Parent Material Adverse Effect; (v) receipt of any notice of or other communication regarding or otherwise obtaining knowledge of the commencement or threat of any Litigation involving or affecting Parent or any Active Parent Subsidiary or any of their respective properties or assets, or, to its knowledge, any employee, agent, director or officer, in his or her capacity as such, of Parent or any Active Parent Subsidiary which, if pending on the date hereof, would have been required to have been disclosed in this Restated Agreement set forth or which relates to the consummation of the Merger or any material development in Article VII connection with any Litigation disclosed by Parent in or Article VIIIpursuant to this Restated Agreement or the Parent Securities Filings; (vi) receipt of any notice of or other communication regarding or otherwise obtaining knowledge of any Event that could cause a breach by Parent of any provision of this Restated Agreement or any Parent Transaction Agreement, as applicableincluding such a breach that could occur if such Event had taken place on or prior to the date of this Restated Agreement; and (vii) amendment, modification or waiver of any provision of the Ionex Agreement referenced on SCHEDULE 3.7 hereto.

Notification of Certain Matters. From the date hereof until the Closing Date, the Company shall promptly notify Parent after becoming aware of: (a) The any Company Material Adverse Effect. For purposes of this Agreement, “Company Material Adverse Effect” means any material adverse change, event, circumstance or development with respect to, or that does or could reasonably be expected to have a material adverse effect on, the business, operations, assets, liabilities, employee relationships, earnings or results of operations, business or condition (financial or otherwise), of the Company or any of its Subsidiaries, provided, that no change, circumstance, effect, event or fact shall be deemed (individually or in the aggregate) to constitute, nor shall any of the foregoing be taken into account in determining whether there has been a Material Adverse Effect, to the extent that such change, circumstance, effect, event or fact results from, arises out of or relates to (i) give prompt written notice a general deterioration of the economy or of the economic conditions prevalent in the industry in which the Company operates, in any such case to each Purchaser the extent that such conditions or changes do not affect the Company in a disproportionate manner relative to other participants in the industries in which the Company conducts business; (ii) the outbreak or escalation of hostilities involving the United States, the declaration by the United States of a national emergency or war or the occurrence of any written notice other calamity or crisis, including acts of terrorism to the extent that such conditions do not affect the Company in a disproportionate manner relative to other written communication from participants in the industries in which the Company conducts business; (iii) the disclosure of the fact that Parent is the prospective acquirer of the Company; (iv) the execution and delivery of this Agreement, the Escrow Agreement, the Exchange Agent Agreement and any Person alleging that other agreements contemplated hereby (the consent “Transaction Documents“), or the announcement, disclosure or pendency of such Person which is or may be required in connection with the transactions contemplated by any Transaction Document; (v) any change in accounting requirements or principles imposed upon the Company or its business or any change in Applicable Laws or GAAP, or the interpretation thereof; (vi) actions taken by Parent or any of its Affiliates; (vii) any action that is taken, or any failure to take action, by the Company, which Parent has requested in writing or is otherwise required to comply with this Agreement is not likely to be obtained prior to Closing, if Agreement; or (viii) the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate meet any projections or forecasts (it being understood that the transactions contemplated hereby or perform its obligations hereunderunderlying cause of, and (ii) facilitate adding the facts, circumstances or occurrences giving rise or contributing to, such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice to each Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall failure may be deemed to constitute a “Company Material Adverse Effect” (A) qualify, modify, amend or unless otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated excluded by this Agreement set forth definition) and may be taken into account in Article VII determining whether there has been, is or Article VIII, as applicable.would be a Company Material Adverse Effect);

Notification of Certain Matters. (a) The During the Pre-Closing Period, the Company shall give prompt notice to Parent and the Buyers of the occurrence or non-occurrence of any event that results in the breach of any representation, warranty, covenant or agreement of the Company or any of its Subsidiaries herein such that any closing condition contained in Section 7.2(a) or Section 7.2(b) would not be satisfied (assuming that the Closing were to occur at such time); provided, however, that the delivery of any notice pursuant to this Section 6.7(a) shall not limit or otherwise affect the remedies available to Parent or the Buyers hereunder. (b) During the Pre-Closing Period, Parent and the Buyers shall give prompt notice to the Company of the occurrence or non-occurrence of any event that results in the breach of any representation, warranty, covenant or agreement of Parent or the Buyers herein such that any closing condition contained in Section 7.3(a) or Section 7.3(b) would not be satisfied (assuming that the Closing were to occur at such time); provided, however, that the delivery of any notice pursuant to this Section 6.7(b) shall not limit or otherwise affect the remedies available to the Company hereunder. (c) During the Pre-Closing Period, each of the Sellers, on the one hand, and Parent and the Buyers, on the other hand, shall give prompt notice to the other of (i) give prompt written notice to each Purchaser of any written notice or other written communication from any Person alleging that the consent authorization, license, permit, consent, waiver or approval of such Person which is or may be required in connection with this Agreement, the transactions contemplated by this Agreement is not likely to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse other Transaction Documents and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunderthereby, and (ii) facilitate adding 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 individuals as designated by each Purchaser party that relates to this Agreement, the electronic notification system such that other Transaction Documents and the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Ordertransactions contemplated hereby or thereby. (bd) To During the extent permitted by applicable LawPre-Closing Period, (i) the Company shall give prompt notice to each Purchaser of Parent and the commencement Buyers of any investigationfact, inquiry event, change, development, circumstance or review by any Governmental Entity with respect to effect occurring after the Company date hereof (or its Subsidiaries of which would it became aware after the date hereof) that has had or could reasonably be expected to be adverse have, individually or in the aggregate, a Company Material Adverse Effect. (e) During the Pre-Closing Period, Parent and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company Buyers shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, Company of any event fact, event, change, development, circumstance or circumstance effect occurring after the date hereof (or of which it became aware after the date hereof) that would result in any representation has had or warranty of the Company could reasonably be expected to have, individually or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letteraggregate, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicableParent Material Adverse Effect.

Notification of Certain Matters. (a) The Company shall (i) give prompt written notice to each Purchaser of any written notice or other written communication from any Person alleging that the consent of such Person which is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice to each Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunderParent, and (ii) the Company Parent shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of (i) the occurrence, or nonoccurrence, of any event or circumstance that which would result in be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate and (ii) any failure by such party (or the Merger Sub, in the case of the Company Parent) to comply with or such Purchasersatisfy any covenant, as applicable, being untrue or any covenant condition or agreement of the Company or such Purchaser, as applicable, not being performed or to be complied with such thator satisfied by it hereunder; provided, in each such casehowever, that the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party delivery of any notice pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 6.3 shall be deemed to (A) qualify, modify, amend not limit or otherwise affect the remedies available hereunder to the party receiving such notice. If any representationsevent or matter arises after the date of this Agreement which, warranties, conditions, covenants if existing or other agreements occurring at the date of the other party set forth in this Agreement, (B) amend or otherwise supplement the information would have been required to be set forth or described in the Company Disclosure LetterLetter or which is necessary to correct any information in the Company Disclosure Letter which has been rendered inaccurate thereby, (C) limit then the Company shall promptly supplement, or restrict amend, and deliver to the remedies available Parent the Company Disclosure Letter which it has delivered pursuant to such party under this Agreement. If any event or matter arises after the date of this Agreement which, applicable Law if existing or otherwise arising out of a breach occurring at the date of this Agreement, would have been required to be set forth or (D) limit described in the Parent Disclosure Letter or restrict which is necessary to correct any information in the ability of such party to invoke or rely onParent Disclosure Letter which has been rendered inaccurate thereby, then the Parent shall promptly supplement, or effect the satisfaction ofamend, the conditions and deliver to the obligations of such party Company the Parent Disclosure Letter which it has delivered pursuant to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicableAgreement.

Notification of Certain Matters. (a) The Company Big Stuff and the Big Stuff Shareholders shall give prompt notice to Parent if any of the following occur from the date of this Restated Agreement through the Closing Date: (i) give prompt written notice to each Purchaser receipt of any written 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 Big Stuff Material Contract; (ii) receipt of any notice or other written communication from any Person third party alleging that the consent Consent of such Person which third party is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and Restated Agreement; (iiiii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry receipt of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt material notice to each Purchaser of the commencement of any investigation, inquiry or review by other communication from any Governmental Entity Authority in connection with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event or circumstance that would result in any representation or warranty of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (D) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Restated Agreement; (iv) receipt of any notice of or other communication regarding or otherwise obtaining knowledge of an Event which would have a Big Stuff Material Adverse Effect; (v) receipt of any notice of or other communication regarding or otherwise obtaining knowledge of the commencement or threat of any Litigation involving or affecting any Big Stuff Shareholder, Big Stuff or any of its or their respective properties or assets, or, to its knowledge, any employee, agent, director or officer of Big Stuff, in his or her capacity as such or as a fiduciary under a Benefit Plan of Big Stuff, which, if pending on the date hereof, would have been required to have been disclosed in this Restated Agreement set forth or which relates to the consummation of the transactions contemplated by this Restated Agreement, including the Merger, or the Big Stuff Transaction Agreements or any material development in Article VII connection with any Litigation disclosed by Big Stuff or Article VIIIany Big Stuff Shareholder in or pursuant to this Restated Agreement; and (vi) the receipt of any notice of or other communication regarding or otherwise obtaining knowledge of any event that would cause a breach by Big Stuff or any Big Stuff Shareholder of any provision of this Restated Agreement or a Big Stuff Transaction Agreement, as applicableincluding such a breach that would occur if such event had taken place on or prior to the date of this Restated Agreement.

Notification of Certain Matters. (a) The Company Each party to this Agreement shall give prompt notice to the other parties of (i) give prompt written notice the occurrence, or failure to each Purchaser occur, of any written notice event or other written communication from existence of any Person alleging condition that the consent of such Person which is has caused or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to Closing, if the failure to obtain such consent would could reasonably be expected to cause any of its representations or warranties contained in this Agreement to be adverse untrue or inaccurate in any material respect at any time after the date of this Agreement, up to and material to including the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunderClosing Date, and (ii) facilitate adding such individuals as designated by each Purchaser any failure on its part to the electronic notification system such that the designated individuals will receive electronic notice of the entry of comply with or satisfy, in any Bankruptcy Court Order. (b) To the extent permitted by applicable Lawmaterial respect, (i) the Company shall give prompt notice to each Purchaser of the commencement of any investigationcovenant, inquiry condition or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected agreement to be adverse and material to complied with or satisfied by it under this Agreement. In connection with the Closing, the Company and its Subsidiaries taken as a whole Buyer will promptly supplement or amend the various Schedules to this Agreement to reflect any matter which, if existing, occurring or known at the date of this Agreement, would materially impair the ability of the Company have been required to consummate the transactions contemplated hereby be set forth or perform its obligations hereunderdescribed in such Schedules or which is necessary to correct any information in such Schedules, and (ii) the Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice which was or has been rendered inaccurate thereby. No such supplement or amendment to the Company, Schedules shall have any effect for the purpose of any event or circumstance that would result in any representation or warranty determining satisfaction of the Company or such Purchaser, as applicable, being untrue or any covenant or agreement of the Company or such Purchaser, as applicable, not being performed or complied with such that, in each such case, the conditions set forth in Article VII hereof, the accuracy when made or deemed made of any representations and warranties hereunder, or the compliance by any party hereto with its covenants and agreements set forth herein, or for purposes of determining any party's indemnification obligations pursuant to Article VIII, as applicable, would not be satisfied if such event or circumstance existed on VIII hereof. (b) During the period from the date of this Agreement to the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received , the Company will cause one or learned by a party or any more of its designated representatives pursuant to an investigation made under this Section 5.11 shall be deemed periodically confer with representatives of Buyer and to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements report the general status of the other party set forth in this Agreement, (B) amend or otherwise supplement ongoing operations of the information set forth Company and Optima. The Company will promptly notify Buyer of any material change in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out conduct of a breach of this Agreementits business, or Optima's business, in its relationship to third party sales, distribution and servicing organizations and personnel in the operation of the properties or assets of the Company or Optima, and of any complaints, investigations, inquiries, examinations or hearings (Dor communications indicating that the same may be contemplated) limit or restrict the ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party to consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicable.any Governmental #297907 -30-