Common use of Advice of Changes Clause in Contracts

Advice of Changes. (a) During the Pre-Closing Period, the Company shall promptly advise Acquiror in writing of (1) any Occurrence or non-occurrence subsequent to the Agreement Date that would render any representation or warranty of the Company contained in Article 3 untrue or inaccurate such that the condition set forth in Section 10.1(a) would not be satisfied, (2) any breach of any covenant or obligation of the Company pursuant to this Agreement or any Company Ancillary Agreement such that the condition set forth in Section 10.2(a) would not be satisfied, (3) any Material Adverse Effect with respect to the Company or (4) any Occurrence that would reasonably be expected to cause any of the other conditions set forth in Article 10 not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.2(a) shall not be deemed to amend or supplement the Company Disclosure Letter; provided, further, that that the Company’s unintentional failure to give notice under this Section 6.2(a) shall not be deemed to be a breach of covenant under this Section 6.2(a) but instead shall constitute only a breach of the underlying representation or warranty or covenant or condition, as the case may be. (b) During the Pre-Closing Period, the Company shall promptly advise Acquiror in writing of (1) any Occurrence or non-occurrence subsequent to the Agreement Date that would render any representation or warranty of the Seller Guarantors, the Sellers or NewCo contained in Article 4 untrue or inaccurate such that the condition set forth in Section 10.1(b) would not be satisfied, or (2) any breach of any covenant or obligation of the Seller Guarantors, the Sellers or NewCo pursuant to this Agreement, any Seller Ancillary Agreement or NewCo Ancillary Agreement such that the condition set forth in Section 10.2(b) would not be satisfied; provided, however, that that the unintentional failure to give notice under this Section 6.2(b) shall not be deemed to be a breach of covenant under this Section 6.2(b) but instead shall constitute only a breach of the underlying representation or warranty or covenant or condition, as the case may be.

Advice of Changes. (a) During the Pre-Closing Period, the The Company shall promptly advise Acquiror in writing Parent of (1) any Occurrence fact, change, event or non-occurrence subsequent circumstance that has had or is reasonably likely to the Agreement Date that would render any representation or warranty of have a Material Adverse Effect on the Company contained or which the Company believes would or would be reasonably likely to give rise to a failure of a condition precedent set forth in Article 3 untrue Section 6.3(a), Section 6.3(b) or inaccurate such Section 6.3(c); provided that any failure to give notice in accordance with the foregoing shall not be deemed to constitute a violation of this Section 5.14 or the failure of any condition set forth in Section 10.1(a) would not 6.3 to be satisfied, (2) any or otherwise constitute a breach of any covenant or obligation this Agreement by the Company, in each case unless the underlying breach would independently result in a failure of the Company pursuant to this Agreement or any Company Ancillary Agreement such that the condition conditions set forth in Section 10.2(a) would not be satisfied, (3) any Material Adverse Effect with respect to the Company or (4) any Occurrence that would reasonably be expected to cause any of the other conditions set forth in Article 10 not 6.3 to be satisfied; providedprovided further, however, that that the delivery of any notice pursuant to this Section 5.14 shall not limit or otherwise affect the remedies of Parent available hereunder and no information delivered pursuant to this Section 5.14 shall update any section of the Company Disclosure Schedule or shall affect the representations or warranties of the Company hereunder. (b) Parent shall promptly advise the Company of any fact, change, event or circumstance that has had or is reasonably likely to have a Material Adverse Effect on Parent or which Parent believes would or would be reasonably likely to give rise to a failure of a condition precedent set forth in Section 6.2(a), Section 6.2(b) or Section 6.2(c); provided that any failure to give notice in accordance with the foregoing shall not be deemed to amend constitute a violation of this Section 5.14 or supplement the Company Disclosure Letterfailure of any condition set forth in Section 6.2 to be satisfied, or otherwise constitute a breach of this Agreement by Parent, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Section 6.2 to be satisfied; provided, provided further, that that the Company’s unintentional failure delivery of any notice pursuant to give notice under this Section 6.2(a) 5.14 shall not be deemed limit or otherwise affect the remedies of the Company available hereunder and no information delivered pursuant to be a breach of covenant under this Section 6.2(a) but instead 5.14 shall constitute only a breach update any section of the underlying representation Parent Disclosure Schedule or warranty shall affect the representations or covenant or condition, as the case may bewarranties of Parent hereunder. (bc) During Each of the Pre-Closing PeriodCompany and Parent shall promptly advise the other of (i) any written notice or other written communication from any person alleging that the consent of such person is or may be required in connection with the Transactions to the extent that such Party believes there is a reasonable likelihood that the failure to obtain such consent would have a material impact on the timing of the consummation of the Merger or on Parent, the Company shall promptly advise Acquiror in writing or the Surviving Corporation or (ii) upon receiving any written communication from any Governmental Authority or third party whose consent or approval is required for the satisfaction of (1) any Occurrence or non-occurrence subsequent to the Agreement Date that would render any representation or warranty one of the Seller Guarantors, the Sellers or NewCo contained in Article 4 untrue or inaccurate such that the condition conditions to Closing set forth in Section 10.1(b) would Article VI that causes such Party to believe that there is a reasonable likelihood that any such consent or approval will not be satisfied, obtained or (2) any breach that the receipt of any covenant such consent or obligation of the Seller Guarantors, the Sellers or NewCo pursuant to this Agreement, any Seller Ancillary Agreement or NewCo Ancillary Agreement such that the condition set forth in Section 10.2(b) would not approval will be satisfied; provided, however, that that the unintentional failure to give notice under this Section 6.2(b) shall not be deemed to be a breach of covenant under this Section 6.2(b) but instead shall constitute only a breach of the underlying representation or warranty or covenant or condition, as the case may bematerially delayed.

Advice of Changes. (a) During the Pre-Closing PeriodTribute and/or Pozen, the Company as applicable, shall promptly advise Acquiror in writing the Co-Investors of (1) any Occurrence fact, change, event or non-occurrence subsequent circumstance that has had a Material Adverse Effect on Tribute and/or Pozen which Tribute and/or Pozen believes would or would be reasonably likely to the Agreement Date that would render any representation or warranty give rise to a failure of the Company contained condition precedent set forth in Article 3 untrue Sections 6.1(d) or inaccurate such 6.1(e) hereof; provided that any failure to give notice in accordance with the foregoing shall not be deemed to constitute a violation of this Section 5.6 or the failure of the condition set forth in Section 10.1(a6.1(d) would not hereof to be satisfied, (2) any or otherwise constitute a breach of any covenant or obligation of the Company pursuant to this Agreement or any Company Ancillary Agreement such that by Tribute and/or Pozen, in each case unless the underlying breach would independently result in a failure of the condition set forth in Section 10.2(a) would not be satisfied, (3) any Material Adverse Effect with respect to the Company or (4) any Occurrence that would reasonably be expected to cause any of the other conditions set forth in Article 10 not Sections 6.1(d) or 6.1(e) hereof to be satisfied; providedprovided further, however, that that the delivery of any notice pursuant to this Section 6.2(a) 5.6 shall not be deemed limit or otherwise affect the remedies of the Co-Investors available hereunder and no information delivered pursuant to amend or supplement the Company Disclosure Letter; provided, further, that that the Company’s unintentional failure to give notice under this Section 6.2(a) 5.6 shall not be deemed to be a breach of covenant under this Section 6.2(a) but instead shall constitute only a breach affect the representations or warranties of the underlying representation or warranty or covenant or condition, as the case may beparties hereunder. (b) During the Pre-Closing Period, the Company Tribute and/or Pozen shall promptly advise Acquiror in writing the Co-Investors of (1i) any Occurrence written notice or non-occurrence subsequent other written communication from any person alleging that the consent of such person is or may be required in connection with the transactions contemplated by this Agreement to the Agreement Date extent that either Tribute or Pozen believes there is a reasonable likelihood that the failure to obtain such consent would render any representation or warranty have a material impact on the timing of the Seller Guarantors, consummation of the Sellers transactions contemplated by this Agreement or NewCo contained (ii) upon receiving any written communication from any Governmental Authority or third party whose consent or approval is required for the satisfaction of the condition to the Investment Closing set forth in Article 4 untrue Sections 6.1(d) or inaccurate 6.1(e) hereof that causes Tribute or Pozen to believe that there is a reasonable likelihood that any such consent or approval will not be obtained or that the receipt of any such consent or approval will be materially delayed. (c) Tribute and/or Pozen, as applicable, shall promptly notify the Co-Investors of any notice, written threat, announcement or commencement of a material investigation by any Governmental Authority with respect to Tribute or any of its Subsidiaries or Pozen or any of its Subsidiaries. (d) Each of Tribute and Pozen covenants and agrees to promptly provide Purchaser with notice and copies of any amendments to the Merger Agreement or any of the annexes, exhibits or schedules (including disclosure schedules) thereto within two (2) Business Days of any such amendment. The provisions of this Section 5.6(d) shall not in any way affect each Co-Investor’s rights to insist upon the satisfaction of the condition to closing set forth in Section 10.1(b) would not be satisfied, or (2) any breach of any covenant or obligation of the Seller Guarantors, the Sellers or NewCo pursuant to this Agreement, any Seller Ancillary Agreement or NewCo Ancillary Agreement such that the condition set forth in Section 10.2(b) would not be satisfied; provided, however, that that the unintentional failure to give notice under this Section 6.2(b) shall not be deemed to be a breach of covenant under this Section 6.2(b) but instead shall constitute only a breach of the underlying representation or warranty or covenant or condition, as the case may be6.1(c).

Advice of Changes. (a) During the Pre-Closing Period, the The Company and Parent shall each promptly advise Acquiror the other party of any fact, change, event or circumstance that has had or is reasonably likely to have a Material Adverse Effect on it or which it believes would or would be reasonably likely to give rise to a failure of a condition precedent set forth in writing Section 6.2(a) or Section 6.2(b) (in the case of Parent or Merger Sub) or Section 6.3(a), Section 6.3(b) or Section 6.3(c) (1) any Occurrence or non-occurrence subsequent to in the Agreement Date that would render any representation or warranty case of the Company contained Company); provided, that any failure to give notice in Article 3 untrue accordance with the foregoing shall not be deemed to constitute a violation of this Section 5.17 or inaccurate such that the failure of any condition set forth in Section 10.1(a) would not 6.2 or Section 6.3 to be satisfied, (2) any or otherwise constitute a breach of any covenant or obligation this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the Company pursuant to this Agreement or any Company Ancillary Agreement such that the condition conditions set forth in Section 10.2(a) would not be satisfied, (3) any Material Adverse Effect with respect to the Company 6.2 or (4) any Occurrence that would reasonably be expected to cause any of the other conditions set forth in Article 10 not Section 6.3 to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.2(a) shall not be deemed to amend or supplement the Company Disclosure Letter; provided, further, that that the Company’s unintentional failure to give notice under this Section 6.2(a) shall not be deemed to be a breach of covenant under this Section 6.2(a) but instead shall constitute only a breach of the underlying representation or warranty or covenant or condition, as the case may be. (b) During The Company and Parent shall each promptly advise the Pre-other party of (i) any written notice or other written communication from any person alleging that the consent of such person is or may be required in connection with the transactions contemplated by this Agreement to the extent that the party receiving such notice or communication believes there is a reasonable likelihood that the failure to obtain such consent would have a material impact on the timing of the consummation of the Merger or on the Company, the Surviving Company or Parent or (ii) upon receiving any written communication from any Governmental Entity or third party whose consent or approval is required for the satisfaction of one of the conditions to Closing Periodset forth in Article VI that causes such party to believe that there is a reasonable likelihood that any such consent or approval will not be obtained or that the receipt of any such consent or approval will be materially delayed. The Company shall promptly notify Parent of any written notice or other written communication received following the date hereof from any party to any Company Material Contract to the effect that such party has terminated or intends to terminate or otherwise materially adversely modify its relationship with any Company or Company Subsidiary as a result of the transactions contemplated by this Agreement. (c) Following the date hereof until the Effective Time, the Company shall promptly advise Acquiror in writing confer with Parent on a monthly basis concerning the Company’s contemplated renovations, openings, closings and relocations of (1) any Occurrence or non-occurrence subsequent to the Agreement Date that would render any representation or warranty retail stores of the Seller Guarantors, Company and its Subsidiaries for the Sellers or NewCo contained in Article 4 untrue or inaccurate such that the condition set forth in Section 10.1(b) would not be satisfied, or (2) any breach of any covenant or obligation of the Seller Guarantors, the Sellers or NewCo pursuant to this Agreement, any Seller Ancillary Agreement or NewCo Ancillary Agreement such that the condition set forth in Section 10.2(b) would not be satisfied; provided, however, that that the unintentional failure to give notice under this Section 6.2(b) shall not be deemed to be a breach of covenant under this Section 6.2(b) but instead shall constitute only a breach of the underlying representation or warranty or covenant or condition, as the case may beforthcoming calendar month.

Advice of Changes. (a) During the Pre-Closing Period, the The Company and Parent shall each promptly advise Acquiror the other party of any fact, change, event or circumstance that has had or is reasonably likely to have a Company Material Adverse Effect or Parent Material Adverse Effect (as applicable) on it or which it believes would or would be reasonably likely to give rise to a failure of a condition precedent set forth in writing Section 7.02(a) or Section 7.02(b) (in the case of Parent or Merger Sub) or Section 7.03(a) or Section 7.03(b) (1) any Occurrence or non-occurrence subsequent to in the Agreement Date that would render any representation or warranty case of the Company contained Company) to be satisfied; provided that any failure to give notice in Article 3 untrue or inaccurate such that accordance with the foregoing shall not constitute the failure of any condition set forth in Section 10.1(a) would not 7.02 or Section 7.03 to be satisfied, (2) any or otherwise constitute a breach of any covenant or obligation this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the Company pursuant to this Agreement or any Company Ancillary Agreement such that the condition conditions set forth in Section 10.2(a) would not be satisfied, (3) any Material Adverse Effect with respect to the Company 7.02 or (4) any Occurrence that would reasonably be expected to cause any of the other conditions set forth in Article 10 not Section 7.03 to be satisfied; provided, howeverfurther, that that the delivery of any notice pursuant to this Section 6.2(a) 6.15 shall not be deemed limit or otherwise affect the remedies of the Company or Parent available hereunder and no information delivered pursuant to amend or supplement this Section 6.15 shall update any section of the Company Disclosure Letter; provided, further, that that Letter or the Company’s unintentional failure to give notice under this Section 6.2(a) Parent Disclosure Letter or shall not be deemed to be a breach of covenant under this Section 6.2(a) but instead shall constitute only a breach affect the representations or warranties of the underlying representation or warranty or covenant or condition, as the case may beparties hereunder. (b) During The Company and Parent shall each promptly advise the Pre-Closing Periodother party of (i) any written notice or other written communication from any person alleging that the consent of such person is or may be required in connection with the transactions contemplated by this Agreement to the extent that the party receiving such notice or communication believes there is a reasonable likelihood that the failure to obtain such consent would have a material impact on the timing of the consummation of the Merger or on the Company, the Surviving Company shall promptly advise Acquiror in writing or Parent or (ii) upon receiving any written communication from any Governmental Entity or third party whose consent or approval is required for the satisfaction of (1) any Occurrence or non-occurrence subsequent to the Agreement Date that would render any representation or warranty one of the Seller Guarantors, the Sellers or NewCo contained in Article 4 untrue or inaccurate such that the condition conditions to Closing set forth in Section 10.1(b) would Article VII that causes such party to believe that there is a reasonable likelihood that any such consent or approval will not be satisfied, obtained or (2) any breach that the receipt of any covenant such consent or obligation of the Seller Guarantors, the Sellers or NewCo pursuant to this Agreement, any Seller Ancillary Agreement or NewCo Ancillary Agreement such that the condition set forth in Section 10.2(b) would not approval will be satisfied; provided, however, that that the unintentional failure to give notice under this Section 6.2(b) shall not be deemed to be a breach of covenant under this Section 6.2(b) but instead shall constitute only a breach of the underlying representation or warranty or covenant or condition, as the case may bematerially delayed.

Advice of Changes. (a) During the Pre-Closing PeriodTribute and/or Pozen, the Company as applicable, shall promptly advise Acquiror in writing the Co-Investors of (1) any Occurrence fact, change, event or non-occurrence subsequent circumstance that has had a Material Adverse Effect on Tribute and/or Pozen which Tribute and/or Pozen believes would or would be reasonably likely to the Agreement Date that would render any representation or warranty give rise to a failure of the Company contained condition precedent set forth in Article 3 untrue Section 6.1(d) hereof; provided that any failure to give notice in accordance with the foregoing shall not be deemed to constitute a violation of this Section 5.5 or inaccurate such that the failure of the condition set forth in Section 10.1(a6.1(d) would not hereof to be satisfied, (2) any or otherwise constitute a breach of any covenant or obligation of the Company pursuant to this Agreement or any Company Ancillary Agreement such that by Tribute and/or Pozen, in each case unless the underlying breach would independently result in a failure of the condition set forth in Section 10.2(a) would not be satisfied, (3) any Material Adverse Effect with respect to the Company or (4) any Occurrence that would reasonably be expected to cause any of the other conditions set forth in Article 10 not Section 6.1(d) hereof to be satisfied; providedprovided further, however, that that the delivery of any notice pursuant to this Section 6.2(a) 5.5 shall not be deemed limit or otherwise affect the remedies of the Co-Investors available hereunder and no information delivered pursuant to amend or supplement the Company Disclosure Letter; provided, further, that that the Company’s unintentional failure to give notice under this Section 6.2(a) 5.5 shall not be deemed to be a breach of covenant under this Section 6.2(a) but instead shall constitute only a breach affect the representations or warranties of the underlying representation or warranty or covenant or condition, as the case may beparties hereunder. (b) During the Pre-Closing Period, the Company Tribute and/or Pozen shall promptly advise Acquiror in writing the Co-Investors of (1i) any Occurrence written notice or non-occurrence subsequent other written communication from any person alleging that the consent of such person is or may be required in connection with the transactions contemplated by this Agreement to the Agreement Date extent that either Tribute or Pozen believes there is a reasonable likelihood that the failure to obtain such consent would render any representation or warranty have a material impact on the timing of the Seller Guarantors, consummation of the Sellers transactions contemplated by this Agreement or NewCo contained in Article 4 untrue (ii) upon receiving any written communication from any Governmental Authority or inaccurate such that third party whose consent or approval is required for the satisfaction of the condition to the Investment Closing set forth in Section 10.1(b6.1(d) would hereof that causes Tribute or Pozen to believe that there is a reasonable likelihood that any such consent or approval will not be satisfiedobtained or that the receipt of any such consent or approval will be materially delayed. (c) Tribute and/or Pozen, as applicable, shall promptly notify the Co-Investors of any notice, written threat, announcement or commencement of a material investigation by any Governmental Authority with respect to Tribute or any of its Subsidiaries or Pozen or any of its Subsidiaries. (d) Each of Tribute and Pozen covenants and agrees to promptly provide Purchaser with notice and copies of any amendments to the Merger Agreement or any of the annexes, exhibits or schedules (including disclosure schedules) thereto within two (2) any breach Business Days of any covenant or obligation such amendment. The provisions of this Section 5.5(d) shall not in any way affect each Co-Investor’s rights to insist upon the satisfaction of the Seller Guarantors, the Sellers or NewCo pursuant condition to this Agreement, any Seller Ancillary Agreement or NewCo Ancillary Agreement such that the condition closing set forth in Section 10.2(b) would not be satisfied; provided, however, that that the unintentional failure to give notice under this Section 6.2(b) shall not be deemed to be a breach of covenant under this Section 6.2(b) but instead shall constitute only a breach of the underlying representation or warranty or covenant or condition, as the case may be6.1(c).

Advice of Changes. (a) During Viking and Camber shall each, on or before the Pre-Closing PeriodDate, the Company shall promptly advise Acquiror in writing of (1) any Occurrence or non-occurrence subsequent to the Agreement Date that would render any representation or warranty of the Company contained in Article 3 untrue or inaccurate such that the condition set forth in Section 10.1(a) would not be satisfied, (2) any breach other party of any covenant effect, change, event, circumstance, condition, occurrence or obligation of development (i) that has had or would reasonably be expected to have, either individually or in the Company pursuant to this Agreement or any Company Ancillary Agreement such that the condition set forth in Section 10.2(a) would not be satisfiedaggregate, (3) any a Material Adverse Effect with respect to the Company on it or (4ii) any Occurrence that it believes would or would reasonably be expected to cause or constitute a material breach of any of its representations, warranties, obligations, covenants or agreements contained herein that reasonably could be expected to give rise, individually or in the other aggregate, to the failure of a condition in ARTICLE VII; provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 or the failure of any condition set forth in Sections 7.2 or 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Article 10 not Sections 7.2 or 7.3 to be satisfied; and provided, howeverfurther, that the delivery of any notice pursuant to this Section 6.2(a6.9 shall not cure any breach of, or noncompliance with, any other provision of this Agreement or limit the remedies available to the party receiving such notice. (b) Each of Viking and Camber shall provide the other with prompt written notice of (a) any failure to comply with or satisfy, in any material respect, any covenant, condition or agreement hereunder, or (b) any event, fact or circumstance that (i) would reasonably be expected to cause any of such party’s representations and warranties to become untrue or misleading or which would affect its ability to consummate the Merger, (ii) would have been required to be disclosed under this Agreement had it existed or been known on February 15, 2021 the date hereof, (iii) gives such party any reason to believe that any of the conditions set forth in ARTICLE VII would reasonably be expected not to be satisfied, or (iv) is of a nature that is or would reasonably be expected to result in a Material Adverse Effect on Viking or Camber. Each of Viking and Camber shall have the right and obligation to supplement or amend its respective Disclosure Schedule with respect to any matter hereafter arising or discovered which, if existing or known at February 15, 2021 the date hereof, would have been required to be set forth or described therein; provided, that to the extent such supplement or amendment relates to any matter that occurred or existed prior to February 15, 2021 the date hereof, then such supplement or amendment shall not be deemed to amend have cured any inaccuracy in or supplement the Company Disclosure Letterbreach of any representation or warranty with respect to such matter contained in this Agreement; provided, further, that that to the Company’s unintentional failure extent such supplement or amendment relates to give notice under this Section 6.2(a) any matter occurring or arising on or after February 15, 2021 the date hereof, then such supplement or amendment shall not be deemed in and of itself form the basis of a claim for a breach hereunder (except to be the extent caused by or resulting from a breach of covenant under this Section 6.2(a) 5.2), but instead shall constitute only a breach may be considered for purposes of determining the satisfaction of the underlying representation conditions in ARTICLE VII. Such rights and obligations of such parties to amend or warranty or covenant or condition, as supplement their respective Disclosure Schedules shall terminate on the case may be. (b) During the Pre-Closing Period, the Company shall promptly advise Acquiror in writing earlier to occur of (1i) any Occurrence or non-occurrence subsequent to the termination of this Agreement Date that would render any representation or warranty of and (ii) the Seller Guarantors, the Sellers or NewCo contained in Article 4 untrue or inaccurate such that the condition set forth in Section 10.1(b) would not be satisfied, or (2) any breach of any covenant or obligation of the Seller Guarantors, the Sellers or NewCo pursuant to this Agreement, any Seller Ancillary Agreement or NewCo Ancillary Agreement such that the condition set forth in Section 10.2(b) would not be satisfied; provided, however, that that the unintentional failure to give notice under this Section 6.2(b) shall not be deemed to be a breach of covenant under this Section 6.2(b) but instead shall constitute only a breach of the underlying representation or warranty or covenant or condition, as the case may beClosing Date.

Advice of Changes. (a) During Viking and Camber shall each, on or before the Pre-Closing PeriodDate, the Company shall promptly advise Acquiror in writing of (1) any Occurrence or non-occurrence subsequent to the Agreement Date that would render any representation or warranty of the Company contained in Article 3 untrue or inaccurate such that the condition set forth in Section 10.1(a) would not be satisfied, (2) any breach other party of any covenant effect, change, event, circumstance, condition, occurrence or obligation of development (i) that has had or would reasonably be expected to have, either individually or in the Company pursuant to this Agreement or any Company Ancillary Agreement such that the condition set forth in Section 10.2(a) would not be satisfiedaggregate, (3) any a Material Adverse Effect with respect to the Company on it or (4ii) any Occurrence that it believes would or would reasonably be expected to cause or constitute a material breach of any of its representations, warranties, obligations, covenants or agreements contained herein that reasonably could be expected to give rise, individually or in the other aggregate, to the failure of a condition in ARTICLE VII; provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 or the failure of any condition set forth in Sections 7.2 or 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Article 10 not Sections 7.2 or 7.3 to be satisfied; and provided, howeverfurther, that the delivery of any notice pursuant to this Section 6.2(a6.9 shall not cure any breach of, or noncompliance with, any other provision of this Agreement or limit the remedies available to the party receiving such notice. (b) Each of Viking and Camber shall provide the other with prompt written notice of (a) any failure to comply with or satisfy, in any material respect, any covenant, condition or agreement hereunder, or (b) any event, fact or circumstance that (i) would reasonably be expected to cause any of such party’s representations and warranties to become untrue or misleading or which would affect its ability to consummate the Merger, (ii) would have been required to be disclosed under this Agreement had it existed or been known on February 15, 2021, (iii) gives such party any reason to believe that any of the conditions set forth in ARTICLE VII would reasonably be expected not to be satisfied, or (iv) is of a nature that is or would reasonably be expected to result in a Material Adverse Effect on Viking or Camber. Each of Viking and Camber shall have the right and obligation to supplement or amend its respective Disclosure Schedule with respect to any matter hereafter arising or discovered which, if existing or known at February 15, 2021, would have been required to be set forth or described therein; provided, that to the extent such supplement or amendment relates to any matter that occurred or existed prior to February 15, 2021, then such supplement or amendment shall not be deemed to amend have cured any inaccuracy in or supplement the Company Disclosure Letterbreach of any representation or warranty with respect to such matter contained in this Agreement; provided, further, that that to the Company’s unintentional failure extent such supplement or amendment relates to give notice under this Section 6.2(a) any matter occurring or arising on or after February 15, 2021, then such supplement or amendment shall not be deemed in and of itself form the basis of a claim for a breach hereunder (except to be the extent caused by or resulting from a breach of covenant under this Section 6.2(a) 5.2), but instead shall constitute only a breach may be considered for purposes of determining the satisfaction of the underlying representation conditions in ARTICLE VII. Such rights and obligations of such parties to amend or warranty or covenant or condition, as supplement their respective Disclosure Schedules shall terminate on the case may be. (b) During the Pre-Closing Period, the Company shall promptly advise Acquiror in writing earlier to occur of (1i) any Occurrence or non-occurrence subsequent to the termination of this Agreement Date that would render any representation or warranty and (ii) the Closing Date. February 2021 - Agreement and Plan of the Seller Guarantors, the Sellers or NewCo contained in Article 4 untrue or inaccurate such that the condition set forth in Section 10.1(b) would not be satisfied, or (2) any breach of any covenant or obligation of the Seller Guarantors, the Sellers or NewCo pursuant to this Agreement, any Seller Ancillary Agreement or NewCo Ancillary Agreement such that the condition set forth in Section 10.2(b) would not be satisfied; provided, however, that that the unintentional failure to give notice under this Section 6.2(b) shall not be deemed to be a breach of covenant under this Section 6.2(b) but instead shall constitute only a breach of the underlying representation or warranty or covenant or condition, as the case may be.Merger

Advice of Changes. (a) During the Pre-Closing Period, the The Company shall promptly advise Acquiror Parent in writing of (1i) any Occurrence or non-occurrence event occurring subsequent to the Agreement Date that would render any representation or warranty of the Company contained in Article 3 V to be untrue or inaccurate such that the condition set forth in Section 10.1(aparagraph (d)(ii) of Annex I would not be satisfied, ; (2ii) any material breach of any covenant or obligation of the Company pursuant to this Agreement or any Company Ancillary Agreement such that the condition set forth in Section 10.2(aparagraph (d)(iii) of Annex I would not be satisfied, ; (3iii) any Material Adverse Effect with respect to on the Company Company; or (4iv) any Occurrence change, event, circumstance, condition or effect that would reasonably be expected to result in a Material Adverse Effect on the Company or cause any of the other conditions set forth in Article 10 Section 8.1 not to be satisfied. Notwithstanding the foregoing, the Company shall have the right to update the Company Disclosure Schedule through the Merger Closing Date in its sole discretion to reflect events, facts or information occurring following the Agreement Date, and any such updates to the Company Disclosure Schedule shall automatically be deemed to amend and update the disclosures therein as if such update were originally included in the Company Disclosure Schedule, and any such updates shall not constitute a breach of any representation or warranty contained in Article V hereof; provided, however, that the delivery of any notice pursuant to this Section 6.2(a) such updates shall not be deemed to amend or supplement and update the disclosures in the Company Disclosure Letter; providedSchedule, further, that that the Company’s unintentional failure to give notice under this Section 6.2(a) and such updates shall not be deemed to be a breach of covenant under this Section 6.2(a) but instead shall constitute only a breach of the underlying representation or warranty or covenant or conditionrepresentations and warranties contained in Article V hereof, as for purposes of determining whether the case may becondition set forth in paragraph (d)(ii) of Annex I has been satisfied. (b) During the Pre-Closing Period, the Company Parent shall promptly advise Acquiror the Company in writing of (1) any Occurrence change, event, circumstance, condition or non-occurrence subsequent to the Agreement Date effect that would render any representation reasonably be expected to prevent, materially delay or warranty materially impair the ability of Parent and Merger Sub to consummate the Seller GuarantorsOffer, the Sellers Merger or NewCo contained in Article 4 untrue or inaccurate such that the condition set forth in Section 10.1(b) would not be satisfied, or (2) any breach of any covenant or obligation of the Seller Guarantors, the Sellers or NewCo pursuant to this Agreement, any Seller Ancillary Agreement or NewCo Ancillary Agreement such that the condition set forth in Section 10.2(b) would not be satisfied; provided, however, that that the unintentional failure to give notice under this Section 6.2(b) shall not be deemed to be a breach of covenant under this Section 6.2(b) but instead shall constitute only a breach of the underlying representation or warranty or covenant or condition, as the case may beother Transactions.

Advice of Changes. (a) During the Pre-Closing Period, the Company shall Seller will promptly advise Acquiror Buyer in writing of (1i) any Occurrence event known to Seller which has rendered or non-occurrence subsequent reasonably could be expected to the Agreement Date that would render any representation or warranty of the Company Seller contained in Article 3 untrue or inaccurate such that the condition set forth in Section 10.1(a) would not be satisfied, (2) any breach of any covenant or obligation of the Company pursuant to this Agreement or any Company Ancillary Agreement Collateral Agreement, if made on or as of the date of such that event or the condition set forth date of the Closing, untrue or inaccurate in Section 10.2(a) would not be satisfiedany material respect, (3ii) any change, condition or event that has or could reasonably be expected to have a Material Adverse Effect with respect to the Company Purchased Assets or the Assumed Liabilities or (4iii) any Occurrence that would reasonably be expected failure of Seller to cause comply with or satisfy in any of the other conditions set forth in Article 10 not material respect any covenant, condition or agreement to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.2(a) shall not be deemed to amend complied with or supplement the Company Disclosure Letter; provided, further, that that the Company’s unintentional failure to give notice under this Section 6.2(a) shall not be deemed to be a breach of covenant under this Section 6.2(a) but instead shall constitute only a breach of the underlying representation or warranty or covenant or condition, as the case may besatisfied by Seller hereunder. (b) During the Pre-Closing Period, the Company shall Buyer will promptly advise Acquiror notify Seller in writing of (1i) any Occurrence event known to Buyer which has rendered or non-occurrence subsequent reasonably could be expected to the Agreement Date that would render any representation or warranty of the Seller Guarantors, the Sellers Buyer or NewCo Parent contained in Article 4 this Agreement or any Collateral Agreement, if made on or as of the date of such event or the date of the Closing, untrue or inaccurate such in any material respect, (ii) any change, condition or event that has or could reasonably be expected to have a Material Adverse Effect with respect to Buyer or the condition set forth in Section 10.1(b) would not be satisfied, Parent or (2iii) any failure of Buyer or the Parent to comply with or satisfy in any material respects any covenant, condition or agreement to be complied with or satisfied by Buyer hereunder. (c) The parties acknowledge and agree that if the Buyer or the Seller has received notice in accordance with Section 5.7(a) or (b) above or otherwise has Knowledge of any of the foregoing or any other breach of any representation, warranty or covenant contained in this Agreement or obligation the Collateral Agreements, and irrespective of the Seller Guarantorsprovisions of Section 7.2 and 7.3, as applicable, such party proceeds with the Sellers Closing, such party shall be deemed to have waived such condition, event, breach or NewCo pursuant to this Agreement, any Seller Ancillary Agreement or NewCo Ancillary Agreement failure and such that the condition set forth in Section 10.2(b) would not be satisfied; provided, however, that that the unintentional failure to give notice under this Section 6.2(b) party and its related Indemnified Parties shall not be deemed entitled to be a breach of covenant under this indemnified pursuant to Section 6.2(b) but instead shall constitute only a breach of the underlying representation 8.2 hereof, to sue for damages or warranty to assert any other right or covenant or remedy relating to suxx condition, event, breach or failure, notwithstanding anything to the contrary contained herein or in any certificate delivered pursuant hereto. (d) Seller, on the one hand, and Buyer, on the other hand, will promptly give notice to the other upon becoming aware that any Action is pending or threatened by or before any Governmental Authority, in each case with respect to the transactions contemplated by this Agreement or any Collateral Agreement. Seller, on the one hand, and Buyer, on the other hand, (i) will cooperate in connection with the prosecution, investigation or defense of any such Action, (ii) will supply promptly all information reasonably and legally requested by the other, by any such Governmental Authority or by any party to any such Action and (iii) will use reasonable commercial efforts to cause any such Action to be determined as promptly as practicable and in a manner which does not impact adversely on, and is consistent with, the case may betransactions contemplated by this Agreement and the Collateral Agreements.

Advice of Changes. (a) During Viking and Camber shall each, on or before the Pre-Closing PeriodDate, the Company shall promptly advise Acquiror in writing of (1) any Occurrence or non-occurrence subsequent to the Agreement Date that would render any representation or warranty of the Company contained in Article 3 untrue or inaccurate such that the condition set forth in Section 10.1(a) would not be satisfied, (2) any breach other party of any covenant effect, change, event, circumstance, condition, occurrence or obligation of development (i) that has had or would reasonably be expected to have, either individually or in the Company pursuant to this Agreement or any Company Ancillary Agreement such that the condition set forth in Section 10.2(a) would not be satisfiedaggregate, (3) any a Material Adverse Effect with respect to the Company on it or (4ii) any Occurrence that it believes would or would reasonably be expected to cause or constitute a material breach of any of its representations, warranties, obligations, covenants or agreements contained herein that reasonably could be expected to give rise, individually or in the other aggregate, to the failure of a condition in ARTICLE VII; provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 or the failure of any condition set forth in Sections 7.2 or 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Article 10 not Sections 7.2 or 7.3 to be satisfied; and provided, howeverfurther, that the delivery of any notice pursuant to this Section 6.2(a6.9 shall not cure any breach of, or noncompliance with, any other provision of this Agreement or limit the remedies available to the party receiving such notice. (b) Each of Viking and Camber shall provide the other with prompt written notice of (a) any failure to comply with or satisfy, in any material respect, any covenant, condition or agreement hereunder, or (b) any event, fact or circumstance that (i) would reasonably be expected to cause any of such party’s representations and warranties to become untrue or misleading or which would affect its ability to consummate the Merger, (ii) would have been required to be disclosed under this Agreement had it existed or been known on the date hereof, (iii) gives such party any reason to believe that any of the conditions set forth in ARTICLE VII would reasonably be expected not to be satisfied, or (iv) is of a nature that is or would reasonably be expected to result in a Material Adverse Effect on Viking or Camber. Each of Viking and Camber shall have the right and obligation to supplement or amend its respective Disclosure Schedule with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described therein; provided, that to the extent such supplement or amendment relates to any matter that occurred or existed prior to the date of this Agreement, then such supplement or amendment shall not be deemed to amend have cured any inaccuracy in or supplement the Company Disclosure Letterbreach of any representation or warranty with respect to such matter contained in this Agreement; provided, further, that that to the Company’s unintentional failure extent such supplement or amendment relates to give notice under any matter occurring or arising on or after the date of this Section 6.2(a) Agreement, then such supplement or amendment shall not be deemed in and of itself form the basis of a claim for a breach hereunder (except to be the extent caused by or resulting from a breach of covenant under this Section 6.2(a) 5.2), but instead shall constitute only a breach may be considered for purposes of determining the satisfaction of the underlying representation conditions in ARTICLE VII. Such rights and obligations of such parties to amend or warranty or covenant or condition, as supplement their respective Disclosure Schedules shall terminate on the case may be. (b) During the Pre-Closing Period, the Company shall promptly advise Acquiror in writing earlier to occur of (1i) any Occurrence or non-occurrence subsequent to the termination of this Agreement Date that would render any representation or warranty of and (ii) the Seller Guarantors, the Sellers or NewCo contained in Article 4 untrue or inaccurate such that the condition set forth in Section 10.1(b) would not be satisfied, or (2) any breach of any covenant or obligation of the Seller Guarantors, the Sellers or NewCo pursuant to this Agreement, any Seller Ancillary Agreement or NewCo Ancillary Agreement such that the condition set forth in Section 10.2(b) would not be satisfied; provided, however, that that the unintentional failure to give notice under this Section 6.2(b) shall not be deemed to be a breach of covenant under this Section 6.2(b) but instead shall constitute only a breach of the underlying representation or warranty or covenant or condition, as the case may beClosing Date.

Advice of Changes. (a) During the Pre-Closing Period, the Company Each Party shall promptly advise Acquiror the other Party of any change or event having a Material Adverse Effect on it or its ability to perform its obligations under this Agreement or which it believes would or may be reasonably likely to cause or constitute a material breach of any of its representations, warranties or covenants contained herein or to preclude the satisfaction of one or more of the conditions set forth in writing Article VI. From time EXECUTION VERSION to time prior to the Closing Date, Eldorado will promptly supplement or amend the Disclosure Schedules to reflect any matter which, if existing, occurring or known at the date of this Agreement, would have been required to be set forth or described in such Disclosure Schedules, or which is necessary to correct any information in such Disclosure Schedules which has been rendered inaccurate thereby (1) each notice furnishing such information being called a "Disclosure Supplement"); PROVIDED, HOWEVER, that any Occurrence such Disclosure Supplement which reports events, developments or non-occurrence changes that have occurred subsequent to the Agreement Date that would render date hereof shall not constitute a breach of any representations and warranties of Eldorado but also shall not have any effect for the purpose of determining the accuracy of any representation or warranty when made, for determining satisfaction of the Company contained conditions set forth in Article 3 untrue VI, or inaccurate for determining the compliance by Eldorado with any other provision of this Agreement; PROVIDED FURTHER, that (a) except as provided in the immediately following sentence, unless CSBI notifies Eldorado that CSBI elects to terminate this Agreement pursuant to Section 7.3.1 or Section 7.3.3 on the basis of the events or conditions disclosed in such that Disclosure Supplement within twenty (20) Business Days after the date of CSBI's receipt thereof (the "Notification Date"), CSBI shall thereafter be deemed to have waived any right of termination attributable solely to such events or conditions, but (b) for purposes of determining the satisfaction of the condition set forth in Section 10.1(a6.2.2, no such waiver shall exist (i) would not be satisfied, (2) any breach of any covenant or obligation of the Company pursuant to this Agreement or any Company Ancillary Agreement such that the condition set forth in Section 10.2(a) would not be satisfied, (3) any Material Adverse Effect with respect to the Company cumulation of such events or conditions with other events or conditions requiring disclosure under the same representation or warranty and described in any subsequent Disclosure Supplement or otherwise discovered by CSBI or (4ii) any Occurrence that would reasonably be expected if there is a further material adverse development in the event or condition so disclosed. Notwithstanding the foregoing clause (a) if, in the reasonable opinion of CSBI, the information provided in such Disclosure Supplement is insufficient for CSBI to cause any evaluate fully whether the identified event or condition constitutes or contributes to a failure of the other conditions condition to closing set forth in Article 10 not section 6.2.1, then with respect to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.2(a) shall not be deemed to amend or supplement the Company Disclosure Letter; provided, further, that that the Company’s unintentional failure to give notice under this Section 6.2(a) shall not be deemed to be a breach of covenant under this Section 6.2(a) but instead shall constitute only a breach of the underlying representation or warranty or covenant such event or condition, the Notification Date may be extended, at the election of CSBI, until such date as CSBI has received from Eldorado sufficient information to make the case may be. evaluation contemplated by this sentence. In order to so extend the Notification Date, CSBI must provide Eldorado with written notice of such extension not later than the initial Notification Date, which notice shall (bx) During specify each event or condition as to which the Pre-Closing Periodextension is being made, the Company shall promptly advise Acquiror in writing of and (1y) any Occurrence or non-occurrence subsequent to the Agreement Date that would render any representation or warranty of the Seller Guarantors, the Sellers or NewCo contained in Article 4 untrue or inaccurate such that the condition set forth in Section 10.1(b) would not be satisfied, reasonable detail the information that CSBI requires in order to make the evaluation of each such event or (2) any breach of any covenant or obligation of condition as contemplated by the Seller Guarantors, the Sellers or NewCo pursuant to this Agreement, any Seller Ancillary Agreement or NewCo Ancillary Agreement such that the condition set forth in Section 10.2(b) would not be satisfied; provided, however, that that the unintentional failure to give notice under this Section 6.2(b) shall not be deemed to be a breach of covenant under this Section 6.2(b) but instead shall constitute only a breach of the underlying representation or warranty or covenant or condition, as the case may beimmediately preceding sentence.

Advice of Changes. (a) During Viking and Camber shall each, on or before the Pre-Closing PeriodDate, the Company shall promptly advise Acquiror in writing of (1) any Occurrence or non-occurrence subsequent to the Agreement Date that would render any representation or warranty of the Company contained in Article 3 untrue or inaccurate such that the condition set forth in Section 10.1(a) would not be satisfied, (2) any breach other party of any covenant effect, change, event, circumstance, condition, occurrence or obligation of development (i) that has had or would reasonably be expected to have, either individually or in the Company pursuant to this Agreement or any Company Ancillary Agreement such that the condition set forth in Section 10.2(a) would not be satisfiedaggregate, (3) any a Material Adverse Effect with respect to the Company on it or (4ii) any Occurrence that it believes would or would reasonably be expected to cause or constitute a material breach of any of its representations, warranties, obligations, covenants or agreements contained herein that reasonably could be expected to give rise, individually or in the other aggregate, to the failure of a condition in ARTICLE VII; provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 or the failure of any condition set forth in Sections 7.2 or 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Article 10 not Sections 7.2 or 7.3 to be satisfied; and provided, howeverfurther, that the delivery of any notice pursuant to this Section 6.2(a6.9 shall not cure any breach of, or noncompliance with, any other provision of this Agreement or limit the remedies available to the party receiving such notice. (b) Each of Viking and Camber shall provide the other with prompt written notice of (a) any failure to comply with or satisfy, in any material respect, any covenant, condition or agreement hereunder, or (b) any event, fact or circumstance that (i) would reasonably be expected to cause any of such party’s representations and warranties to become untrue or misleading or which would affect its ability to consummate the Merger, (ii) would have been required to be disclosed under this Agreement had it existed or been known on February 3, 2020, (iii) gives such party any reason to believe that any of the conditions set forth in ARTICLE VII would reasonably be expected not to be satisfied, or (iv) is of a nature that is or would reasonably be expected to result in a Material Adverse Effect on Viking or Camber. Each of Viking and Camber shall have the right and obligation to supplement or amend its respective Disclosure Schedule with respect to any matter hereafter arising or discovered which, if existing or known at February 3, 2020, would have been required to be set forth or described therein; provided, that to the extent such supplement or amendment relates to any matter that occurred or existed prior to February 3, 2020, then such supplement or amendment shall not be deemed to amend have cured any inaccuracy in or supplement the Company Disclosure Letterbreach of any representation or warranty with respect to such matter contained in this Agreement; provided, further, that that to the Company’s unintentional failure extent such supplement or amendment relates to give notice under this Section 6.2(a) any matter occurring or arising on or after February 3, 2020, then such supplement or amendment shall not be deemed in and of itself form the basis of a claim for a breach hereunder (except to be the extent caused by or resulting from a breach of covenant under this Section 6.2(a) 5.2), but instead shall constitute only a breach may be considered for purposes of determining the satisfaction of the underlying representation conditions in ARTICLE VII. Such rights and obligations of such parties to amend or warranty or covenant or condition, as supplement their respective Disclosure Schedules shall terminate on the case may be. (b) During the Pre-Closing Period, the Company shall promptly advise Acquiror in writing earlier to occur of (1i) any Occurrence or non-occurrence subsequent to the termination of this Agreement Date that would render any representation or warranty of and (ii) the Seller Guarantors, the Sellers or NewCo contained in Article 4 untrue or inaccurate such that the condition set forth in Section 10.1(b) would not be satisfied, or (2) any breach of any covenant or obligation of the Seller Guarantors, the Sellers or NewCo pursuant to this Agreement, any Seller Ancillary Agreement or NewCo Ancillary Agreement such that the condition set forth in Section 10.2(b) would not be satisfied; provided, however, that that the unintentional failure to give notice under this Section 6.2(b) shall not be deemed to be a breach of covenant under this Section 6.2(b) but instead shall constitute only a breach of the underlying representation or warranty or covenant or condition, as the case may beClosing Date.

Advice of Changes. (a) During the Pre-Closing Period, the The Company and Parent shall each promptly advise Acquiror the other party of any fact, change, event or circumstance that has had or is reasonably likely to have a Material Adverse Effect on it or which it believes would or would be reasonably likely to give rise to a failure of a condition precedent set forth in writing Section 6.2(a), Section 6.2(b) or Section 6.2(c) (in the case of Parent or Merger Sub) or Section 6.3(a), Section 6.3(b) or Section 6.3(c) (1) any Occurrence or non-occurrence subsequent to in the Agreement Date that would render any representation or warranty case of the Company contained Company) to be satisfied; provided that any failure to give notice in Article 3 untrue or inaccurate such that accordance with the foregoing shall not constitute the failure of any condition set forth in Section 10.1(a) would not 6.2 or Section 6.3 to be satisfied, (2) any or otherwise constitute a breach of any covenant or obligation this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the Company pursuant to this Agreement or any Company Ancillary Agreement such that the condition conditions set forth in Section 10.2(a) would not be satisfied, (3) any Material Adverse Effect with respect to the Company 6.2 or (4) any Occurrence that would reasonably be expected to cause any of the other conditions set forth in Article 10 not Section 6.3 to be satisfied; providedprovided further, however, that that the delivery of any notice pursuant to this Section 6.2(a) 5.16 shall not be deemed limit or otherwise affect the remedies of the Company or Parent available hereunder and no information delivered pursuant to amend or supplement this Section 5.16 shall update any section of the Company Disclosure Letter; provided, further, that that Schedule or the Company’s unintentional failure to give notice under this Section 6.2(a) Parent Disclosure Schedule or shall not be deemed to be a breach of covenant under this Section 6.2(a) but instead shall constitute only a breach affect the representations or warranties of the underlying representation or warranty or covenant or condition, as the case may beparties hereunder. (b) During The Company and Parent shall each promptly advise the Pre-other party of (i) any written notice or other written communication from any person alleging that the consent of such person is or may be required in connection with the transactions contemplated by this Agreement to the extent that the party receiving such notice or communication believes there is a reasonable likelihood that the failure to obtain such consent would have a material impact on the timing of the consummation of the Merger or on the Company, the Surviving Company or Parent or (ii) upon receiving any written communication from any Governmental Authority or third party whose consent or approval is required for the satisfaction of one of the conditions to Closing Periodset forth in ARTICLE VI that causes such party to believe that there is a reasonable likelihood that any such consent or approval will not be obtained or that the receipt of any such consent or approval will be materially delayed. (c) The Company shall promptly notify Parent of (i) any notice, written threat, announcement or commencement of a material investigation by any Governmental Authority with respect to the Company or its Subsidiaries and (ii) any material unauthorized access, unauthorized acquisition, unauthorized disclosure or theft of any Personal Information collected, maintained, processed or transmitted by or on behalf of the Company of which the Company has knowledge. (d) The Company shall promptly notify Parent of any written notice or other written communication received following the date hereof from any party to any Material Company Contract to the effect that such party has terminated or intends to terminate or otherwise materially adversely modify its relationship with any Company or Company Subsidiary as a result of the transactions contemplated by this Agreement. (e) The Company shall promptly notify Parent if the aggregate fees and expenses of the Persons set forth in Section 5.16(e) of the Company Disclosure Schedule have exceeded or are reasonably expected to exceed the aggregate estimate set forth in Section 5.16(e) of the Company Disclosure Schedule. Such notice shall set forth a reasonably detailed itemization of such fees and expenses to the extent reasonably available, and from time to time following such notice, upon the reasonable request of Parent (but in no event more than twice in any calendar month), the Company shall provide to Parent as promptly advise Acquiror in writing of (1) any Occurrence or non-occurrence subsequent as reasonably practicable after each such request a reasonably detailed itemization to the Agreement Date that would render any representation or warranty extent reasonably available of the Seller Guarantors, the Sellers or NewCo contained in Article 4 untrue or inaccurate then-current amount of such that the condition set forth in Section 10.1(b) would not be satisfied, or (2) any breach of any covenant or obligation of the Seller Guarantors, the Sellers or NewCo pursuant to this Agreement, any Seller Ancillary Agreement or NewCo Ancillary Agreement such that the condition set forth in Section 10.2(b) would not be satisfied; provided, however, that that the unintentional failure to give notice under this Section 6.2(b) shall not be deemed to be a breach of covenant under this Section 6.2(b) but instead shall constitute only a breach of the underlying representation or warranty or covenant or condition, as the case may befees and expenses.

Advice of Changes. Prior to the Closing, each Party shall advise the other in writing with respect to any matter arising after the date of this Agreement of which that Party obtains Knowledge and which, if existing or occurring on or prior to the date of this Agreement, would have been required to be set forth in this Agreement, including any of the Schedules hereto. Seller shall promptly notify Buyer of any fact, event, circumstance or condition that constitutes or results in a breach of any of its representations and warranties in Article IV. Seller may, from time to time prior to the Closing, promptly supplement or amend the Schedules to this Agreement with respect to (a) During any matter that existed as of the Pre-Closing Perioddate of this Agreement and should have been set forth in any of the Schedules hereto and (b) any matter hereafter arising which, if existing as of the Company date of this Agreement, would have been required to be set forth in any of the Schedules hereto in order to make any representation or warranty set forth in this Agreement true and correct as of such date; provided, however, that, with respect to clause (a) above, any such supplemental or amended disclosure shall not be deemed to have been disclosed as of the date of this Agreement unless expressly consented to in writing by Buyer in Buyer's sale and absolute discretion; and provided further, that, with respect to clause (b) above, any such supplemental or amended disclosure shall be deemed to have been disclosed as of the date of this Agreement other than for purposes of Section 7.1(f) or (g). Buyer shall promptly advise Acquiror in writing notify Seller of (1i) any Occurrence or non-occurrence subsequent to the Agreement Date that would render breach by Seller of any representation or warranty of the Company contained in Article 3 untrue or inaccurate such that the condition set forth in Section 10.1(a) would not be satisfiedSeller, and (2ii) any breach of any covenant other event, fact, circumstance or obligation of the Company pursuant to this Agreement or any Company Ancillary Agreement such that the condition set forth in Section 10.2(a) would not be satisfied, (3) any Material Adverse Effect with respect to the Company or (4) any Occurrence that would reasonably be expected excuse Buyer from the timely performance of its obligations hereunder. In the event that Buyer fails to cause any so notify Seller within ninety (90) days of the other conditions set forth in Article 10 not such information coming to be satisfied; providedBuyer's attention, however, that the delivery of any notice pursuant to this Section 6.2(a) then Buyer shall not be deemed to amend or supplement have irrevocably and unconditionally waived the Company Disclosure Letter; provided, further, that that the Company’s unintentional failure to give notice under this Section 6.2(a) shall not be deemed to be a breach of covenant under this Section 6.2(a) but instead shall constitute only a breach of the underlying such representation or and warranty or covenant or conditionthe performance of such obligations, as the case may be. (b) During the Pre-Closing Period, the Company shall promptly advise Acquiror in writing of (1) any Occurrence or non-occurrence subsequent to the Agreement Date that would render any representation or warranty of the Seller Guarantors, the Sellers or NewCo contained in Article 4 untrue or inaccurate such that the condition set forth in Section 10.1(b) would not be satisfied, or (2) any breach of any covenant or obligation of the Seller Guarantors, the Sellers or NewCo pursuant to this Agreement, any Seller Ancillary Agreement or NewCo Ancillary Agreement such that the condition set forth in Section 10.2(b) would not be satisfied; provided, however, that that the unintentional failure to give notice under this Section 6.2(b) shall not be deemed to be a breach of covenant under this Section 6.2(b) but instead shall constitute only a breach of the underlying representation or warranty or covenant or condition, as the case may be.

Advice of Changes. (a) During the Pre-Closing Period, the Company The Companies shall promptly advise Acquiror in writing of (1) any Occurrence or non-occurrence event occurring subsequent to the Agreement Date that would render any representation or warranty of the Company Companies contained in Article 3 untrue or inaccurate such that the condition set forth in Section 10.1(a) would not be satisfied, satisfied or (2) any breach of any covenant or obligation of the Company Companies pursuant to this Agreement or any Company Ancillary Agreement such that the condition set forth in Section 10.2(a) would not be satisfied, (3) any Material Adverse Effect with respect to the Company or (4) any Occurrence that would reasonably be expected to cause any of the other conditions set forth in Article 10 not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.2(a6.1(a) shall not be deemed to amend or supplement the Company Disclosure LetterLetter or affect any of the other terms and conditions of this Agreement or Acquiror's rights hereunder; provided, provided further, that that the Company’s unintentional Companies’ failure to give notice under this Section 6.2(a6.1(a) shall not be deemed to be a breach of covenant under this Section 6.2(a6.1(a) but instead shall constitute only a breach of the underlying representation or warranty or covenant or conditioncovenant, as the case may be. (b) During the Pre-Closing Period, the Company Seller shall promptly advise Acquiror in writing of (1) any Occurrence or non-occurrence event occurring subsequent to the Agreement Date that would render any representation or warranty of the Seller Guarantors, the Sellers or NewCo contained in Article 4 untrue or inaccurate such that the condition set forth in Section 10.1(b) would not be satisfied, or (2) any breach of any covenant or obligation of the Seller Guarantors, the Sellers or NewCo pursuant to this Agreement, Agreement or any Seller Ancillary Agreement or NewCo Ancillary Agreement such that the condition set forth in Section 10.2(b) would not be satisfied; provided, however, that the delivery of any such notice shall not or affect any of the other terms and conditions of this Agreement or Acquiror's rights hereunder; provided, further, that the unintentional that Seller’s failure to give notice under this Section 6.2(b6.1(b) shall not be deemed to be a breach of covenant under this Section 6.2(b6.1(b) but instead shall constitute only a breach of the underlying representation or warranty or covenant or conditioncovenant, as the case may be.

Advice of Changes. (a) During the Pre-Closing Period, the Purchaser and Company shall each promptly (but in any event within 24 hours) advise Acquiror the other party of any change or event (i) that has had or is reasonably likely to have a Material Adverse Effect on it or (ii) which it believes would or would be reasonably likely to cause or constitute a material breach of any of its representations, warranties or covenants contained herein or that reasonably could be expected to give rise, individually or in writing of (1) any Occurrence or non-occurrence subsequent the aggregate, to the Agreement Date that would render any representation or warranty failure of the Company contained a condition in Article 3 untrue VII; provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 or inaccurate such that the failure of any condition set forth in Section 10.1(a) would not 7.2 or 7.3 to be satisfied, (2) any or otherwise constitute a breach of any covenant or obligation this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the Company pursuant to this Agreement or any Company Ancillary Agreement such that the condition conditions set forth in Section 10.2(a7.2 or 7.3 to be satisfied. (a) would After the date of this Agreement, each of Purchaser and Company shall coordinate with the other regarding declaration of any dividends in respect of Purchaser Common Stock and Company Common Stock and the record dates and payment dates relating thereto, it being the intention of the parties hereto that holders of Company Common Stock shall not receive two dividends (excluding for this purpose, the Pre-Closing Dividend), or fail to receive one dividend, in any quarter with respect to their shares of Company Common Stock and any shares of Purchaser Common Stock any such holder receives in exchange therefor in the Merger. (b) Notwithstanding anything to the contrary in Section 6.10(a), prior to Closing, Company shall, subject to receipt of all necessary regulatory approvals, declare a special dividend on Company Common Stock in the form of a dividend of the voting common stock and non-voting common stock of Dogwood State Bank, a North Carolina state-chartered bank, held by Company (the “Pre-Closing Dividend”). Prior to the declaration of the Pre-Closing Dividend, Company shall exercise all warrants, if any, it holds to acquire common stock (whether voting or non-voting common stock) of Dogwood State Bank such that the Pre-Closing Dividend includes all common shares of Dogwood State Bank which Company holds or has the right to acquire. Notwithstanding the foregoing, Company may, in its discretion, sell its entire interest in Dogwood State Bank (after exercise of any warrants to acquire common stock of Dogwood State Bank) and declare a dividend of the net proceeds from such sale to the holders of Company Common Stock in lieu of distributing the shares of Dogwood State Bank common stock (which sale and payment of dividend of the resulting proceeds shall still be referred to herein as the Pre-Closing Dividend). Prior to declaration and payment of the Pre-Closing Dividend, Company shall obtain, at its sole cost and expense, all necessary approvals required by any Regulatory Agency in order to permit Company to declare and distribute the Pre- Closing Dividend, and Company shall use its best efforts to obtain such approvals as soon as practical after the date of this Agreement and, in any event, prior to the Effective Time. The Pre-Closing Dividend shall be distributed prior to the Effective Time unless otherwise agreed by Purchaser. For the avoidance of doubt, holders of Company Restricted Stock Awards are entitled to participate in the Pre-Closing Dividend with respect to each such share of Company Common Stock underlying such Company Restricted Stock Awards. At Purchaser’s option, Company shall amend Company Restricted Stock Awards to allow for the Pre-Closing Dividend to be distributed to holders of unvested Company Restricted Stock Awards or, instead, the portion of the Pre-Closing Dividend attributable to unvested Company Restricted Stock Awards will not be satisfieddistributed until after the vesting of such Company Restricted Stock Award at the Effective Time. (c) Prior to Closing, and in light of the extraordinary nature of the Pre-Closing Dividend, Company may (3) any Material Adverse Effect acting through its Board of Directors or the applicable committee), subject to and contingent on payment of the Pre-Closing Dividend, make the Extraordinary Event Adjustments with respect to the Company or (4) Stock Options; provided that, any Occurrence that would reasonably adjustment to the exercise price and/or the number of shares of Company Common Stock subject to the Company Stock Option shall be expected to cause made in a manner consistent with any applicable requirements of Section 409A of the other conditions set forth Code, and, in Article 10 not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.2(a) shall not be deemed to amend or supplement the Company Disclosure Letter; provided, further, that that the Company’s unintentional failure to give notice under this Section 6.2(a) shall not be deemed to be a breach of covenant under this Section 6.2(a) but instead shall constitute only a breach of the underlying representation or warranty or covenant or condition, as the case may be. (b) During of Company Stock Options that are intended to qualify as incentive stock options within the Pre-Closing Period, the Company shall promptly advise Acquiror in writing of (1) any Occurrence or non-occurrence subsequent to the Agreement Date that would render any representation or warranty of the Seller Guarantors, the Sellers or NewCo contained in Article 4 untrue or inaccurate such that the condition set forth in Section 10.1(b) would not be satisfied, or (2) any breach of any covenant or obligation of the Seller Guarantors, the Sellers or NewCo pursuant to this Agreement, any Seller Ancillary Agreement or NewCo Ancillary Agreement such that the condition set forth in Section 10.2(b) would not be satisfied; provided, however, that that the unintentional failure to give notice under this Section 6.2(b) shall not be deemed to be a breach of covenant under this Section 6.2(b) but instead shall constitute only a breach of the underlying representation or warranty or covenant or condition, as the case may be.meaning of

Advice of Changes. (a) During the Pre-Closing PeriodNXP shall advise Trident in writing, the Company shall promptly advise Acquiror in writing upon obtaining Knowledge thereof, of (1i) any Occurrence or non-occurrence event occurring subsequent to the Agreement Date that would render any representation or warranty of the Company contained in Article 3 NXP untrue or inaccurate such that the condition set forth in Section 10.1(a) would not be satisfiedinaccurate, (2ii) any breach of any covenant or obligation of the Company pursuant to NXP under this Agreement or Agreement, (iii) receipt of any Company Ancillary Agreement such notice from any third party alleging that the condition set forth consent of such third party is or may be required in Section 10.2(a) would not be satisfiedconnection with the Transaction, (3iv) any Material Adverse Effect with respect to material claim, action, proceeding or governmental investigation commenced or threatened involving or affecting the Company Business or the Transaction, or (4v) any Occurrence effect, event or circumstance that would reasonably be expected to result in a Material Adverse Effect on the Business, or cause any of the other conditions set forth in Article 10 to Trident’s obligation to consummate the Transaction not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.2(a) section shall not be deemed to amend or supplement the Company Disclosure Letter; provided, further, that that the Company’s unintentional failure to give notice under this Section 6.2(a(1) shall not be deemed to be a breach of covenant under this Section 6.2(a) but instead shall constitute only a breach of the underlying modify any representation or warranty contained in this Agreement or covenant the NXP Disclosure Schedule or condition, as (2) limit or otherwise affect the case may beremedies available hereunder to Trident or the conditions to Trident’s obligation to consummate the Transaction. (b) During the Pre-Closing PeriodTrident shall advise NXP in writing, the Company shall promptly advise Acquiror in writing upon obtaining Knowledge thereof, of (1i) any Occurrence or non-occurrence event occurring subsequent to the Agreement Date that would render any representation or warranty of the Seller Guarantors, the Sellers or NewCo contained in Article 4 Trident untrue or inaccurate such that the condition set forth in Section 10.1(b) would not be satisfiedinaccurate, or (2ii) any breach of any covenant or obligation of the Seller Guarantors, the Sellers or NewCo pursuant to Trident under this Agreement, (iii) receipt of any Seller Ancillary Agreement or NewCo Ancillary Agreement such notice from any third party alleging that the condition set forth consent of such third party is or may be required in Section 10.2(bconnection with the Transaction, (iv) any material claim, action, proceeding or governmental investigation commenced or threatened involving or affecting Trident or the Transaction, or (v) any effect, event or circumstance that would reasonably be expected to result in a Material Adverse Effect on Trident and its Subsidiaries, taken as a whole, or cause any of the conditions to NXP’s obligation to consummate the Transaction not to be satisfied; provided, however, that that the unintentional failure delivery of any notice pursuant to give notice under this Section 6.2(b) section shall not be deemed to be a breach of covenant under this Section 6.2(b(1) but instead shall constitute only a breach of the underlying modify any representation or warranty contained in this Agreement or covenant the Trident Disclosure Schedule or condition, as (2) limit or otherwise affect the case may beremedies available hereunder to NXP or the conditions to NXP’s obligation to consummate the Transaction.

Advice of Changes. (a) During the Pre-Closing Period, the Company shall promptly advise Acquiror in writing of (1) any Occurrence or non-occurrence subsequent to the Agreement Date that would render any representation or warranty of the Company contained in Article 3 untrue or inaccurate such that the condition set forth in Section 10.1(a) would not be satisfied, (2) any breach of any covenant or obligation of the Company pursuant to this Agreement or any Company Ancillary Agreement such that the condition set forth in Section 10.2(a) would not be satisfied, (3) any Material Adverse Effect with respect to the Company or (4) any Occurrence that would reasonably be expected to cause any of the other conditions set forth in Article 10 not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.2(a) shall not be deemed to amend or supplement the Company Disclosure Letter; provided, further, that that the Company’s unintentional failure to give notice under this Section 6.2(a) shall not be deemed to be a breach of covenant under this Section 6.2(a) but instead shall constitute only a breach of the underlying representation or warranty or covenant or condition, as the case may be.the (b) During the Pre-Closing Period, the Company shall promptly advise Acquiror in writing of (1) any Occurrence or non-occurrence subsequent to the Agreement Date that would render any representation or warranty of the Seller Guarantors, the Sellers or NewCo contained in Article 4 untrue or inaccurate such that the condition set forth in Section 10.1(b) would not be satisfied, or (2) any breach of any covenant or obligation of the Seller Guarantors, the Sellers or NewCo pursuant to this Agreement, any Seller Ancillary Agreement or NewCo Ancillary Agreement such that the condition set forth in Section 10.2(b) would not be satisfied; provided, however, that that the unintentional failure to give notice under this Section 6.2(b) shall not be deemed to be a breach of covenant under this Section 6.2(b) but instead shall constitute only a breach of the underlying representation or warranty or covenant or condition, as the case may be.

Advice of Changes. (a) During the Pre-Closing Period, the Company Each Party shall promptly advise Acquiror the other Party of any change or event having a Material Adverse Effect on it or its ability to perform its obligations under this Agreement or which it believes would or may be reasonably likely to cause or constitute a material breach of any of its representations, warranties or covenants contained herein or to preclude the satisfaction of one or more of the conditions set forth in writing Article VI. From time to time prior to the Closing Date, Eldorado will promptly supplement or amend the Disclosure Schedules to reflect any matter which, if existing, occurring or known at the date of this Agreement, would have been required to be set forth or described in such Disclosure Schedules, or which is necessary to correct any information in such Disclosure Schedules which has been rendered inaccurate thereby (1) each notice furnishing such information being called a "Disclosure Supplement"); provided, however, that any Occurrence such Disclosure Supplement which reports events, developments or non-occurrence changes that have occurred subsequent to the Agreement Date that would render date hereof shall not constitute a breach of any representations and warranties of Eldorado but also shall not have any effect for the purpose of determining the accuracy of any representation or warranty when made, for determining satisfaction of the Company contained conditions set forth in Article 3 untrue VI, or inaccurate for determining the compliance by Eldorado with any other provision of this Agreement; provided further, that (a) except as provided in the immediately following sentence, unless CSBI notifies Eldorado that CSBI elects to terminate this Agreement pursuant to Section 7.3.1 or Section 7.3.3 on the basis of the events or conditions disclosed in such that Disclosure Supplement within twenty (20) Business Days after the date of CSBI's receipt thereof (the "Notification Date"), CSBI shall thereafter be deemed to have waived any right of termination attributable solely to such events or conditions, but (b) for purposes of determining the satisfaction of the condition set forth in Section 10.1(a6.2.2, no such waiver shall exist (i) would not be satisfied, (2) any breach of any covenant or obligation of the Company pursuant to this Agreement or any Company Ancillary Agreement such that the condition set forth in Section 10.2(a) would not be satisfied, (3) any Material Adverse Effect with respect to the Company cumulation of such events or conditions with other events or conditions requiring disclosure under the same representation or warranty and described in any subsequent Disclosure Supplement or otherwise discovered by CSBI or (4ii) any Occurrence that would reasonably be expected if there is a further material adverse development in the event or condition so disclosed. Notwithstanding the foregoing clause (a) if, in the reasonable opinion of CSBI, the information provided in such Disclosure Supplement is insufficient for CSBI to cause any evaluate fully whether the identified event or condition constitutes or contributes to a failure of the other conditions condition to closing set forth in Article 10 not section 6.2.1, then with respect to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.2(a) shall not be deemed to amend or supplement the Company Disclosure Letter; provided, further, that that the Company’s unintentional failure to give notice under this Section 6.2(a) shall not be deemed to be a breach of covenant under this Section 6.2(a) but instead shall constitute only a breach of the underlying representation or warranty or covenant such event or condition, the Notification Date may be extended, at the election of CSBI, until such date as CSBI has received from Eldorado sufficient information to make the case may be. evaluation contemplated by this sentence. In order to so extend the Notification Date, CSBI must provide Eldorado with written notice of such extension not later than the initial Notification Date, which notice shall (bx) During specify each event or condition as to which the Pre-Closing Periodextension is being made, the Company shall promptly advise Acquiror in writing of and (1y) any Occurrence or non-occurrence subsequent to the Agreement Date that would render any representation or warranty of the Seller Guarantors, the Sellers or NewCo contained in Article 4 untrue or inaccurate such that the condition set forth in Section 10.1(b) would not be satisfied, or (2) any breach of any covenant or obligation of reasonable detail the Seller Guarantors, the Sellers or NewCo pursuant to this Agreement, any Seller Ancillary Agreement or NewCo Ancillary Agreement such that the condition set forth in Section 10.2(b) would not be satisfied; provided, however, that that the unintentional failure to give notice under this Section 6.2(b) shall not be deemed to be a breach of covenant under this Section 6.2(b) but instead shall constitute only a breach of the underlying representation or warranty or covenant or condition, as the case may be.information

Advice of Changes. (ai) During Until the Pre-Closing Periodor the earlier termination of this Agreement, the Company Parent and Seller shall promptly advise Acquiror Purchaser in writing of (1i) the occurrence of any Occurrence change or non-event of which it has knowledge, or of which it becomes aware, that, individually or in the aggregate, has resulted or could reasonably be expected to result in any of the conditions to Purchaser’s obligations to consummate the transactions contemplated by this Agreement not being satisfied, (ii) upon acquiring knowledge thereof, the institution or the threat of institution of any Proceeding against or investigation of Seller or any of its affiliates related to this Agreement or the transactions contemplated hereby and (iii) the hiring of any new employees of the Business and the departure or termination of any employees of the Business. Until the Closing or the earlier termination of this Agreement, Purchaser shall promptly advise Seller and Parent in writing (i) of the occurrence subsequent of any change or event of which it has knowledge, or of which it receives notice, that has resulted or could reasonably be expected to result in any of the conditions to Seller’s obligations to consummate the transactions contemplated by this Agreement Date that would render not being satisfied and (ii) upon acquiring knowledge thereof, the institution or the threat of institution of any Proceeding against or investigation of Purchaser or any of its affiliates related to this Agreement or the transactions contemplated hereby. In addition, and without limiting the foregoing, upon obtaining knowledge thereof, Parent and Seller shall give prompt notice to Purchaser of any representation or warranty of the Company made by Seller contained in Article 3 this Agreement becoming untrue or inaccurate if such that the condition set forth in Section 10.1(a) would not be satisfied, (2) any breach of any covenant representation or obligation warranty were made as of the Company pursuant to date of this Agreement or any Company Ancillary Agreement such that the condition set forth in Section 10.2(a) would not be satisfied, (3) any Material Adverse Effect with respect to the Company or (4) any Occurrence that would reasonably be expected to cause any as of the other conditions set forth in Article 10 not to be satisfieddate such knowledge is obtained; provided, however, that no such notification shall affect the delivery representations, warranties, covenants, agreements in this Agreement or the Ancillary Agreements for purposes of determining the satisfaction of the conditions set forth in Article VI or of determining whether any notice person is entitled to indemnification pursuant to this Section 6.2(a) shall not be deemed to amend or supplement the Company Disclosure LetterArticle VIII; and provided, further, that that the Company’s unintentional failure to give notice under this Section 6.2(a) Purchaser shall not be deemed entitled to be a breach of covenant under this Section 6.2(a) but instead shall constitute only a breach of the underlying representation or warranty or covenant or condition, as the case may be. (b) During the Pre-Closing Period, the Company shall promptly advise Acquiror in writing of (1) any Occurrence or non-occurrence subsequent to the Agreement Date that would render any representation or warranty of the Seller Guarantors, the Sellers or NewCo contained in Article 4 untrue or inaccurate such that the condition set forth in Section 10.1(b) would not be satisfied, or (2) any breach of any covenant or obligation of the Seller Guarantors, the Sellers or NewCo indemnification pursuant to this AgreementSection 8.01(a)(ii) in connection with any failure, any in and of itself, by Parent or Seller Ancillary Agreement or NewCo Ancillary Agreement such that the condition set forth in Section 10.2(b) would not be satisfied; provided, however, that that the unintentional failure to give notice under this Section 6.2(b) shall not be deemed to be a breach any such notification. Table of covenant under this Section 6.2(b) but instead shall constitute only a breach of the underlying representation or warranty or covenant or condition, as the case may be.Contents

Advice of Changes. (a) During From time to time prior to the Pre-Closing PeriodClosing, the Company shall promptly advise Acquiror have the right (but not the obligation) to supplement or amend the Company Disclosure Schedule hereto with respect to any matter hereafter arising or of which it becomes aware after the date hereof (each a “Company Schedule Supplement”). Any disclosure in writing any such Company Schedule Supplement shall not be deemed to have cured any inaccuracy in or breach of (1) any Occurrence or non-occurrence subsequent to the Agreement Date that would render any representation or warranty contained in this Agreement, including for purposes of the Company indemnification or termination rights contained in Article 3 untrue this Agreement or inaccurate such that of determining whether or not the condition conditions set forth in Section 10.1(a6.02(a) would not be satisfied, (2) any breach of any covenant or obligation of the Company pursuant to this Agreement or any Company Ancillary Agreement such that the condition set forth in Section 10.2(a) would not be satisfied, (3) any Material Adverse Effect with respect to the Company or (4) any Occurrence that would reasonably be expected to cause any of the other conditions set forth in Article 10 not to be have been satisfied; provided, however, that if Parent has the right to, but does not elect to, terminate this Agreement within five (5) Business Days of its receipt of such Company Schedule Supplement, then Parent and each other Acquirer Indemnified Party shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter and, further, shall have irrevocably waived any of their rights to indemnification under with respect to such matter (other than pursuant to Section 7.02(a)). (b) From time to time prior to the Closing, Parent shall have the right (but not the obligation) to supplement or amend the Parent Disclosure Schedule hereto with respect to any matter hereafter arising or of which it becomes aware after the date hereof (each a “Parent Schedule Supplement”). Any disclosure in any such Parent 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 Section 6.03(a) have been satisfied; provided, however, that if the Company has the right to, but does not elect to, terminate this Agreement within five (5) Business Days of its receipt of such Parent Schedule Supplement, then the Company, the Equityholders, and each of their respective representatives, successors and assigns shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter. (c) Without in any way limiting the foregoing provisions of this Section 5.16, in connection with its delivery of the Spreadsheet no later than five (5) Business Days prior to the Effective Time, the Company shall deliver to Parent at such time a supplement or amendment to the Capitalization Schedule and Schedule 3.03(c) to the Company Disclosure Schedule, as applicable (the “Capitalization Update”), solely for purposes of reflecting thereon the occurrence of any notice pursuant of the following events between the date of this Agreement and the Effective Time: (i) the conversion of any Company Preferred Stock to Company Common Stock in accordance with the Company’s Organizational Documents and in connection with the payment of the Liquidation Preference contemplated by Section 6.02(l), (ii) the exercise or cancellation (or change to the exercisability or vesting) of any Option and the issuance of any Company Shares in connection therewith, (iii) the surrender or cancellation of any Company Shares or any other Equity Interests of the Company in satisfaction of any Equityholder Loans, (iv) as expressly described in Schedule 5.01 hereto or (v) as expressly described in a Company Schedule Supplement that does not result in the termination of this Section 6.2(a) Agreement. Such Capitalization Update shall not be deemed to be a Company Schedule Supplement and shall be deemed to amend or supplement the Company Disclosure Letter; provided, further, that that Schedule solely for such purposes of reflecting the Company’s unintentional failure to give notice under this Section 6.2(a) shall not be deemed to be a breach occurrence of covenant under this Section 6.2(a) but instead shall constitute only a breach any of the underlying representation or warranty or covenant or condition, as preceding events between the case may bedate of this Agreement and the Effective Time. (b) During the Pre-Closing Period, the Company shall promptly advise Acquiror in writing of (1) any Occurrence or non-occurrence subsequent to the Agreement Date that would render any representation or warranty of the Seller Guarantors, the Sellers or NewCo contained in Article 4 untrue or inaccurate such that the condition set forth in Section 10.1(b) would not be satisfied, or (2) any breach of any covenant or obligation of the Seller Guarantors, the Sellers or NewCo pursuant to this Agreement, any Seller Ancillary Agreement or NewCo Ancillary Agreement such that the condition set forth in Section 10.2(b) would not be satisfied; provided, however, that that the unintentional failure to give notice under this Section 6.2(b) shall not be deemed to be a breach of covenant under this Section 6.2(b) but instead shall constitute only a breach of the underlying representation or warranty or covenant or condition, as the case may be.

Advice of Changes. (a) During the Pre-Closing Period, the Company Each party shall promptly advise Acquiror the other party or parties in writing of (1a) any Occurrence fact, event or non-occurrence circumstance occurring subsequent to the date of this Agreement Date that would render have rendered any representation or warranty of the Company contained in Article 3 a party untrue or inaccurate such that in any material respect as of the condition set forth in Section 10.1(a) would not be satisfieddate of this Agreement, (2b) any breach of any covenant or obligation of the Company a party pursuant to this Agreement or any Company Ancillary Agreement such that the condition conditions set forth in Section 10.2(a) ARTICLE 5 would not be satisfied, (3c) any Material Adverse Effect with respect to the Company or a party, (4d) any Occurrence change, event, circumstance, condition or effect that would reasonably be expected to result in a Material Adverse Effect on a party or cause any of the other conditions set forth in Article 10 ARTICLE 5 not to be satisfied, or (e) any change, occurrence or event not in the ordinary course of business of a party or any of its Subsidiaries; providedPROVIDED, howeverHOWEVER, that the delivery of any notice pursuant to this Section 6.2(a) shall not be deemed to amend or supplement the Company Disclosure Letter; provideddisclosure of a party hereunder or to prevent or cure any misrepresentations or breach of any representation, furtherwarranty or covenant, except that that any change in the Company’s unintentional failure Target Financial Statements resulting from the audit and/or review conducted pursuant to give notice under Section 4.16, other than changes arising as a result of substantial misstatements or omissions which shall only allow Parent to terminate this Agreement pursuant to Section 6.2(a) 6.1(d), shall not constitute a breach and the Target Financial Statements shall be deemed to be a breach of covenant under this Section 6.2(a) but instead shall constitute only a breach amended by the audited and reviewed financial statements. Without limiting any portion of the underlying representation foregoing, at least two (2) business days prior to the Closing, each party shall update its Disclosure Letter for any fact, event or warranty or covenant or condition, as the case may be. (b) During the Pre-Closing Period, the Company shall promptly advise Acquiror in writing of (1) any Occurrence or non-occurrence circumstance arising subsequent to the date of this Agreement Date that would render any representation or warranty to enable each party's representations and warranties to be true and accurate in all material respects as of the Seller Guarantors, the Sellers or NewCo contained in Article 4 untrue or inaccurate Closing as if made anew at such that the condition set forth in Section 10.1(b) would not be satisfied, or (2) any breach of any covenant or obligation of the Seller Guarantors, the Sellers or NewCo pursuant to this Agreement, any Seller Ancillary Agreement or NewCo Ancillary Agreement such that the condition set forth in Section 10.2(b) would not be satisfiedtime; provided, however, that that in no event shall the unintentional failure to give notice updated information diminish a party's indemnification under this Section 6.2(bSections 7.2(a) shall not be deemed to be a breach of covenant under this Section 6.2(band (b) but instead shall constitute only a breach of the underlying representation or warranty or covenant or conditionSections 7.3(a) and (b), as the case may beapplicable.

Advice of Changes. Prior to the Closing, each Party shall advise the other in writing with respect to any matter arising after the date of this Agreement of which that Party obtains Knowledge and which, if existing or occurring on or prior to the date of this Agreement, would have been required to be set forth in this Agreement, including any of the Schedules hereto. Seller shall promptly notify Buyer of any fact, event, circumstance or condition that constitutes or results in a breach of any of its representations and warranties in Article IV. Seller may, from time to time prior to the Closing, promptly supplement or amend the Schedules to this Agreement with respect to (a) During any matter that existed as of the Pre-Closing Perioddate of this Agreement and should have been set forth in any of the Schedules hereto and (b) any matter hereafter arising which, if existing as of the Company date of this Agreement, would have been required to be set forth in any of the Schedules hereto in order to make any representation or warranty set forth in this Agreement true and correct as of such date; provided, however, that, with respect to clause (a) above, any such supplemental or amended disclosure shall not be deemed to have been disclosed as of the date of this Agreement unless expressly consented to in writing by Buyer in Buyer’s sole and absolute discretion; and provided further, that, with respect to clause (b) above, any such supplemental or amended disclosure shall be deemed to have been disclosed as of the date of this Agreement other than for purposes of Section 7.1(f) or (g). Buyer shall promptly advise Acquiror in writing notify Seller of (1i) any Occurrence or non-occurrence subsequent to the Agreement Date that would render breach by Seller of any representation or warranty of the Company contained in Article 3 untrue or inaccurate such that the condition set forth in Section 10.1(a) would not be satisfiedSeller, and (2ii) any breach of any covenant other event, fact, circumstance or obligation of the Company pursuant to this Agreement or any Company Ancillary Agreement such that the condition set forth in Section 10.2(a) would not be satisfied, (3) any Material Adverse Effect with respect to the Company or (4) any Occurrence that would reasonably be expected excuse Buyer from the timely performance of its obligations hereunder. In the event that Buyer fails to cause any so notify Seller within ninety (90) days of the other conditions set forth in Article 10 not such information coming to be satisfied; providedBuyer’s attention, however, that the delivery of any notice pursuant to this Section 6.2(a) then Buyer shall not be deemed to amend or supplement have irrevocably and unconditionally waived the Company Disclosure Letter; provided, further, that that the Company’s unintentional failure to give notice under this Section 6.2(a) shall not be deemed to be a breach of covenant under this Section 6.2(a) but instead shall constitute only a breach of the underlying such representation or and warranty or covenant or conditionthe performance of such obligations, as the case may be. (b) During the Pre-Closing Period, the Company shall promptly advise Acquiror in writing of (1) any Occurrence or non-occurrence subsequent to the Agreement Date that would render any representation or warranty of the Seller Guarantors, the Sellers or NewCo contained in Article 4 untrue or inaccurate such that the condition set forth in Section 10.1(b) would not be satisfied, or (2) any breach of any covenant or obligation of the Seller Guarantors, the Sellers or NewCo pursuant to this Agreement, any Seller Ancillary Agreement or NewCo Ancillary Agreement such that the condition set forth in Section 10.2(b) would not be satisfied; provided, however, that that the unintentional failure to give notice under this Section 6.2(b) shall not be deemed to be a breach of covenant under this Section 6.2(b) but instead shall constitute only a breach of the underlying representation or warranty or covenant or condition, as the case may be.

Advice of Changes. (a) During the Pre-Closing Period, the The Company shall promptly advise Acquiror Parent of any fact, change, event or circumstance that has had or is reasonably likely to have a Material Adverse Effect on the Company or which the Company believes would or would be reasonably likely to give rise to a failure of a condition precedent set forth in writing of (1) any Occurrence or non-occurrence subsequent Section 7.3(a), and to the Agreement Date extent the same then remains a condition, Section 7.3(b) or Section 7.3(c); provided that would render any representation failure to give notice in accordance with the foregoing shall not be deemed to constitute a violation of this Section 6.13 or warranty the failure of the Company contained in Article 3 untrue or inaccurate such that the any condition set forth in Section 10.1(a) would not 7.3 to be satisfied, (2) any or otherwise constitute a breach of any covenant or obligation this Agreement by the Company, in each case unless the underlying breach would independently result in a failure of the Company pursuant to this Agreement or any Company Ancillary Agreement such that the condition conditions set forth in Section 10.2(a) would not be satisfied, (3) any Material Adverse Effect with respect to the Company or (4) any Occurrence that would reasonably be expected to cause any of the other conditions set forth in Article 10 not 7.3 to be satisfied; providedprovided further, however, that that the delivery of any notice pursuant to this Section 6.2(a6.13 shall not limit or otherwise affect the remedies of Parent available hereunder and no information delivered pursuant to this Section 6.13 shall update any section of the Company Disclosure Schedule or shall affect the representations or warranties of the Company hereunder. (b) Parent shall promptly advise the Company of any fact, change, event or circumstance that has had or is reasonably likely to have a Material Adverse Effect on Parent or which Parent believes would or would be reasonably likely to give rise to a failure of a condition precedent set forth in Section 7.2(a) or Section 7.2(b) to the extent the same then remains a condition; provided that any failure to give notice in accordance with the foregoing shall not be deemed to amend constitute a violation of this Section 6.13 or supplement the Company Disclosure Letterfailure of any condition set forth in Section 7.2 to be satisfied, or otherwise constitute a breach of this Agreement by Parent, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Section 7.2 to be satisfied; provided, provided further, that that the Company’s unintentional failure delivery of any notice pursuant to give notice under this Section 6.2(a) 6.13 shall not be deemed limit or otherwise affect the remedies of the Company available hereunder and no information delivered pursuant to be a breach of covenant under this Section 6.2(a) but instead 6.13 shall constitute only a breach affect the representations or warranties of the underlying representation or warranty or covenant or condition, as the case may beParent hereunder. (bc) During Each of the Pre-Closing PeriodCompany and Parent shall promptly advise the other of (i) any written notice or other written communication from any person alleging that the consent of such person is or may be required in connection with the Transactions to the extent that such Party believes there is a reasonable likelihood that the failure to obtain such consent would have a material impact on the timing of the consummation of the Merger or on Parent, the Company shall promptly advise Acquiror in writing or the Surviving Corporation or (ii) upon receiving any written communication from any Governmental Authority or third party whose consent or approval is required for the satisfaction of (1) any Occurrence or non-occurrence subsequent one of the conditions to the Agreement Date that would render any representation or warranty of the Seller Guarantors, the Sellers or NewCo contained in Article 4 untrue or inaccurate such that the condition Merger Closing set forth in Section 10.1(b) would Article VII that causes such Party to believe that there is a reasonable likelihood that any such consent or approval will not be satisfied, obtained or (2) any breach that the receipt of any covenant such consent or obligation of the Seller Guarantors, the Sellers or NewCo pursuant to this Agreement, any Seller Ancillary Agreement or NewCo Ancillary Agreement such that the condition set forth in Section 10.2(b) would not approval will be satisfied; provided, however, that that the unintentional failure to give notice under this Section 6.2(b) shall not be deemed to be a breach of covenant under this Section 6.2(b) but instead shall constitute only a breach of the underlying representation or warranty or covenant or condition, as the case may bematerially delayed.

Advice of Changes. (a) During Viking and Camber shall each, on or before the Pre-Closing PeriodDate, the Company shall promptly advise Acquiror in writing of (1) any Occurrence or non-occurrence subsequent to the Agreement Date that would render any representation or warranty of the Company contained in Article 3 untrue or inaccurate such that the condition set forth in Section 10.1(a) would not be satisfied, (2) any breach other party of any covenant effect, change, event, circumstance, condition, occurrence or obligation of development (i) that has had or would reasonably be expected to have, either individually or in the Company pursuant to this Agreement or any Company Ancillary Agreement such that the condition set forth in Section 10.2(a) would not be satisfiedaggregate, (3) any a Material Adverse Effect with respect to the Company on it or (4ii) any Occurrence that it believes would or would reasonably be expected to cause or constitute a material breach of any of its representations, warranties, obligations, covenants or agreements contained herein that reasonably could be expected to give rise, individually or in the other aggregate, to the failure of a condition in ARTICLE VII; provided, that any failure to give notice in accordance with the foregoing with respect to any breach shall not be deemed to constitute a violation of this Section 6.9 or the failure of any condition set forth in Sections 7.2 or 7.3 to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Article 10 not Sections 7.2 or 7.3 to be satisfied; and provided, howeverfurther, that the delivery of any notice pursuant to this Section 6.2(a6.9 shall not cure any breach of, or noncompliance with, any other provision of this Agreement or limit the remedies available to the party receiving such notice. Agreement and Plan of Merger (b) Each of Viking and Camber shall provide the other with prompt written notice of (a) any failure to comply with or satisfy, in any material respect, any covenant, condition or agreement hereunder, or (b) any event, fact or circumstance that (i) would reasonably be expected to cause any of such party’s representations and warranties to become untrue or misleading or which would affect its ability to consummate the Merger, (ii) would have been required to be disclosed under this Agreement had it existed or been known on the date hereof, (iii) gives such party any reason to believe that any of the conditions set forth in ARTICLE VII would reasonably be expected not to be satisfied, or (iv) is of a nature that is or would reasonably be expected to result in a Material Adverse Effect on Viking or Camber. Each of Viking and Camber shall have the right and obligation to supplement or amend its respective Disclosure Schedule with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described therein; provided, that to the extent such supplement or amendment relates to any matter that occurred or existed prior to the date of this Agreement, then such supplement or amendment shall not be deemed to amend have cured any inaccuracy in or supplement the Company Disclosure Letterbreach of any representation or warranty with respect to such matter contained in this Agreement; provided, further, that that to the Company’s unintentional failure extent such supplement or amendment relates to give notice under any matter occurring or arising on or after the date of this Section 6.2(a) Agreement, then such supplement or amendment shall not be deemed in and of itself form the basis of a claim for a breach hereunder (except to be the extent caused by or resulting from a breach of covenant under this Section 6.2(a) 5.2), but instead shall constitute only a breach may be considered for purposes of determining the satisfaction of the underlying representation conditions in ARTICLE VII. Such rights and obligations of such parties to amend or warranty or covenant or condition, as supplement their respective Disclosure Schedules shall terminate on the case may be. (b) During the Pre-Closing Period, the Company shall promptly advise Acquiror in writing earlier to occur of (1i) any Occurrence or non-occurrence subsequent to the termination of this Agreement Date that would render any representation or warranty of and (ii) the Seller Guarantors, the Sellers or NewCo contained in Article 4 untrue or inaccurate such that the condition set forth in Section 10.1(b) would not be satisfied, or (2) any breach of any covenant or obligation of the Seller Guarantors, the Sellers or NewCo pursuant to this Agreement, any Seller Ancillary Agreement or NewCo Ancillary Agreement such that the condition set forth in Section 10.2(b) would not be satisfied; provided, however, that that the unintentional failure to give notice under this Section 6.2(b) shall not be deemed to be a breach of covenant under this Section 6.2(b) but instead shall constitute only a breach of the underlying representation or warranty or covenant or condition, as the case may beClosing Date.

Advice of Changes. (a) During the Pre-Closing Period, the The Company shall promptly advise Acquiror Buyer in writing of (1a) any Occurrence or non-occurrence event occurring subsequent to the Agreement Date that would render any representation or warranty of the Company contained in Article 3 III to be untrue or inaccurate such that the condition set forth in Section 10.1(a7.2(a) would not be satisfied, ; (2b) any material breach of any covenant or obligation of the Company pursuant to this Agreement or any Company Ancillary Agreement such that the condition set forth in Section 10.2(a7.2(b) would not be satisfied, ; (3c) any Company Material Adverse Effect with respect to the Company Change; or (4d) any Occurrence change, event, circumstance, condition or effect that would reasonably be expected to result in a Company Material Adverse Effect or cause any of the other conditions set forth in Article 10 Section 7.2 not to be satisfied; provided. Notwithstanding the foregoing, however, that the delivery of any notice pursuant Company may provide updates to this Section 6.2(a) shall not be deemed to amend or supplement the Company Disclosure LetterSchedule during the period between the Agreement Date and the Closing on the following basis and understanding: (1) Buyer shall be entitled to indemnification for breaches of representations and warranties of the Agreement as of the Agreement Date as modified by the Company Disclosure Schedule delivered as of the Agreement Date only (without updates); provided, further, (2) Buyer shall be entitled to indemnification for breaches of representations and warranties of the Agreement and deemed made at the Closing (as contemplated by Section 7.2(a) of the Agreement) as modified by the Company Disclosure Schedule and Permitted Updates; (3) updates to the Company Disclosure Schedule between the Agreement Date and the Closing are only permitted to disclose events that that arise after the Agreement Date and prior to the Closing (“Permitted Updates”); (4) the events being disclosed in the Permitted Updates did not arise from the Company’s unintentional breach of, or failure to give notice under perform, fulfill or comply with a covenant included in this Section 6.2(aAgreement or any Company Ancillary Agreement; and (5) Buyer shall not be deemed entitled to be a breach of covenant under this Section 6.2(a) but instead shall constitute only a breach terminate the Agreement if the occurrence of the underlying representation event that is the subject of the Permitted Update (if it were not set forth in the Permitted Update or warranty or covenant or condition, as the case may be. (bDisclosure Schedule) During would result in the Pre-Closing Period, failure by the Company shall promptly advise Acquiror in writing of (1) any Occurrence or non-occurrence subsequent to the Agreement Date that would render any representation or warranty of the Seller Guarantors, the Sellers or NewCo contained in Article 4 untrue or inaccurate such that satisfy the condition set forth in Section 10.1(b7.2(g) would not be satisfied, or (2) any breach of any covenant or obligation of the Seller Guarantors, the Sellers or NewCo pursuant to this Agreement, any Seller Ancillary Agreement or NewCo Ancillary Agreement such that the condition set forth in Section 10.2(b) would not be satisfied; provided, however, that that the unintentional failure to give notice under this Section 6.2(b) shall not be deemed to be a breach of covenant under this Section 6.2(b) but instead shall constitute only a breach of the underlying representation or warranty or covenant or condition, as the case may be.

Advice of Changes. (a) During Prior to the Pre-Closing PeriodClosing, the Company shall each Party will promptly advise Acquiror the other in writing with respect to any matter arising after execution of (1) this Agreement of which that Party obtains Knowledge and which, if existing or occurring at the date of this Agreement, would have been required to be set forth in this Agreement, including any Occurrence of the Schedules hereto, or non-occurrence subsequent to the Agreement Date that would render of any breach of any representation or warranty or of any other condition or circumstance that would excuse a Party of timely performance of its obligations hereunder. Sellers may at any time notify Buyer of any development causing a breach of any of their representations and warranties in Article IV. Unless Buyer has the right to terminate this Agreement pursuant to Section 9.1(e) below by reason of the Company developments and exercises that right within the period of fifteen (15) days after such right accrues, the written notice pursuant to this Section 6.9 will be deemed to have amended this Agreement, including the appropriate Schedule, to have qualified the representations and warranties contained in Article 3 untrue or inaccurate such that the condition set forth in Section 10.1(a) would not be satisfied, (2) any breach of any covenant or obligation of the Company pursuant to this Agreement or any Company Ancillary Agreement such that the condition set forth in Section 10.2(a) would not be satisfied, (3) any Material Adverse Effect with respect to the Company or (4) any Occurrence that would reasonably be expected to cause any of the other conditions set forth in Article 10 not to be satisfiedIV above; provided, however, that no such change in Schedule 2.3(e) may be made without Buyer's consent. Sellers shall be entitled to amend, substitute or otherwise modify any Sellers' Agreement to the delivery extent that such Sellers' Agreement expires by its terms prior to the Closing Date or is terminable without liability to Buyer on or after the Closing Date, or if the terms and conditions of such modified Sellers' Agreement constituting the Assumed Liabilities are on terms and conditions not less favorable to Buyer than the original Sellers' Agreement. Nothing contained herein shall relieve Sellers or Buyer of any notice pursuant to this Section 6.2(a) shall not be deemed to amend or supplement the Company Disclosure Letter; provided, further, that that the Company’s unintentional failure to give notice under this Section 6.2(a) shall not be deemed to be a breach of representation, warranty or covenant under this Section 6.2(a) but instead shall constitute only a breach Agreement existing as of the underlying representation date hereof or any subsequent date as of which such representation, warranty or covenant or condition, as the case may beshall have been made. (b) During the Pre-Closing Period, the Company shall promptly advise Acquiror in writing of (1) any Occurrence or non-occurrence subsequent to the Agreement Date that would render any representation or warranty of the Seller Guarantors, the Sellers or NewCo contained in Article 4 untrue or inaccurate such that the condition set forth in Section 10.1(b) would not be satisfied, or (2) any breach of any covenant or obligation of the Seller Guarantors, the Sellers or NewCo pursuant to this Agreement, any Seller Ancillary Agreement or NewCo Ancillary Agreement such that the condition set forth in Section 10.2(b) would not be satisfied; provided, however, that that the unintentional failure to give notice under this Section 6.2(b) shall not be deemed to be a breach of covenant under this Section 6.2(b) but instead shall constitute only a breach of the underlying representation or warranty or covenant or condition, as the case may be.

Advice of Changes. (a) During the Pre-Closing Period, The Purchasers and the Company shall promptly advise Acquiror notify the other parties of any change or event having, or which could be reasonably expected to have, either individually or in writing the aggregate with other changes and events, a Material Adverse Effect on it or on the other parties, or which it believes would, or which could reasonably be expected to, cause or constitute, either individually or in the aggregate with other changes or events, a material breach of (1) any Occurrence or non-occurrence subsequent to the Agreement Date that would render any representation or warranty of the Company representations, warranties or covenants contained in Article 3 untrue or inaccurate such that the condition herein. If notice is provided as set forth in this Section 10.1(a) would not be satisfied6.11(a), (2) any breach of any covenant or obligation of the Company pursuant to this Agreement or any Company Ancillary Agreement such parties agree that the condition set forth in Section 10.2(aparties will consult with one another regarding such actions that may or should be taken, if any, to remedy the change(s) would not be satisfied, (3or event(s) any Material Adverse Effect with respect to the Company or (4) any Occurrence that would reasonably be expected to cause any of the other conditions set forth in Article 10 not to be satisfiedfor which notice has been provided; provided, however, that the delivery failure of any party to provide any notice contemplated hereby or to recommend specific action in connection with any notice provided hereunder shall not constitute a waiver of such party’s rights or remedies hereunder. Notice pursuant to this Section 6.2(a6.11(a) shall not constitute or be deemed to amend or supplement the Company Disclosure Letter; providedconstitute a notice of termination of this Agreement by any party hereto, further, that that the Company’s unintentional failure to give nor shall any such notice under affect any other provision of this Section 6.2(a) shall not be deemed to be a breach of covenant under this Section 6.2(a) but instead shall constitute only a breach of the underlying representation or warranty or covenant or condition, as the case may beAgreement. (b) During Three (3) Business Days prior to each of the Pre-date of the Company Meeting and the Closing PeriodDate, the Company shall promptly advise Acquiror in writing of (1) will supplement or amend the Company Disclosure Schedule with respect to any Occurrence matter hereafter arising which, if existing or non-occurrence subsequent occurring at or prior to the date of this Agreement, would have been required to be set forth or described in the Company Disclosure Schedule or which is necessary to correct any information in the Company Disclosure Schedule or in Section 5.01 of this Agreement Date that would render any representation or warranty which has been rendered inaccurate thereby. For purposes of determining the accuracy of the Seller Guarantors, representations and warranties of the Sellers or NewCo Company contained in Article 4 untrue or inaccurate such that Section 5.01 hereof and in order to determine the condition fulfillment of the conditions set forth in Section 10.1(b7.03(a) would not be satisfied, or (2) any breach of any covenant or obligation hereof as of the Seller GuarantorsClosing Date, the Sellers or NewCo pursuant to this Agreement, any Seller Ancillary Agreement or NewCo Ancillary Agreement such that the condition set forth in Section 10.2(b) would not be satisfied; provided, however, that that the unintentional failure to give notice under this Section 6.2(b) Company Disclosure Schedule shall not be deemed to be a breach of covenant under this Section 6.2(b) but instead shall constitute include only a breach of the underlying representation or warranty or covenant or condition, as information contained therein on the case may bedate hereof.

Advice of Changes. (a) During Each party shall have the Pre-Closing Periodright, but not the Company shall promptly advise Acquiror in writing of (1) any Occurrence or non-occurrence subsequent obligation, to deliver to the other party a written disclosure schedule as to any matter of which it becomes aware following execution of this Agreement Date that which would render any representation or warranty of the Company contained in Article 3 untrue or inaccurate such that the condition set forth in Section 10.1(a) would not be satisfied, (2) any constitute a breach of any representation, warranty or covenant or obligation of the Company pursuant to this Agreement by such party, identifying on such disclosure schedule the representation, warranty or covenant which would be so breached. If disclosure of a matter which would constitute a breach of any Company Ancillary representation, warranty or covenant of this Agreement is made by either party, the nondisclosing party shall have the right, in its discretion, to terminate this Agreement to the extent such termination is permitted under Section 9.1 of this Agreement. (b) PICA shall update the PICA Disclosure Schedule (the “Closing Date PICA Disclosure Schedule”) to a date that is no earlier than ten (10) Business Days prior to the condition set forth in Section 10.2(aClosing Date and no later than seven (7) would Business Days prior to the Closing Date and shall deliver the Closing Date PICA Disclosure Schedule to PRA not be satisfied, less than three (3) any Material Adverse Effect with respect Business Days prior to the Company or Closing Date. The obligation of PICA to deliver to PRA the Closing Date PICA Disclosure Schedule shall be a material obligation for purposes of Section 8.2(a) hereof. (4c) The provisions of this Section 7.7 and any Occurrence that would reasonably notices by PRA on the one hand, and PICA on the other, shall not be expected deemed in any way to cause any constitute a waiver by the counterparty of the other conditions set forth in Article 10 not to be satisfied; provided8 hereof or any of its remedies under Article 9 hereof, however, that the delivery of nor shall any notice pursuant to this Section 6.2(a) shall not be deemed to amend or supplement the Company Disclosure Letter; provided, further, that that the Company’s unintentional failure to give notice under this Section 6.2(a) shall not be deemed to be a such notices cure any breach of covenant under this Section 6.2(a) but instead shall constitute only a breach of the underlying representation or warranty or covenant or condition, as the case may be. (b) During the Pre-Closing Period, the Company shall promptly advise Acquiror in writing of (1) any Occurrence or non-occurrence subsequent to the Agreement Date that would render any representation or warranty of the Seller Guarantors, the Sellers or NewCo contained in Article 4 untrue or inaccurate such that the condition set forth in Section 10.1(b) would not be satisfied, or (2) any breach of any covenant or obligation of the Seller Guarantors, the Sellers or NewCo pursuant to this Agreement, any Seller Ancillary Agreement or NewCo Ancillary Agreement such that the condition set forth in Section 10.2(b) would not be satisfied; provided, however, that that the unintentional failure to give notice under this Section 6.2(b) shall not be deemed to be a breach of covenant under this Section 6.2(b) but instead shall constitute only a breach of the underlying representation or warranty or covenant or condition, as the case may bewhich is inaccurate.

Advice of Changes. (a) During the Pre-Closing Period, the The Company shall promptly advise Acquiror Parent of any fact, change, event or circumstance that has had or is reasonably likely to have a Material Adverse Effect on the Company or which the Company believes would or would be reasonably likely to give rise to a failure of a condition precedent set forth in writing of (1) any Occurrence or non-occurrence subsequent Section 7.3(a), and to the Agreement Date extent the same then remains a condition, Section 7.3(b) or Section 7.3(c); provided that would render any representation failure to give notice in accordance with the foregoing shall not be deemed to constitute a violation of this Section 6.13 or warranty the failure of the Company contained in Article 3 untrue or inaccurate such that the any condition set forth in Section 10.1(a) would not 7.3 to be satisfied, (2) any or otherwise constitute a breach of any covenant or obligation this Agreement by the Company, in each case unless the underlying breach would independently result in a failure of the Company pursuant to this Agreement or any Company Ancillary Agreement such that the condition conditions set forth in Section 10.2(a) would not be satisfied, (3) any Material Adverse Effect with respect to the Company or (4) any Occurrence that would reasonably be expected to cause any of the other conditions set forth in Article 10 not 7.3 to be satisfied; provided, howeverprovided further, that the delivery of any notice pursuant to this Section 6.2(a6.13 shall not limit or otherwise affect the remedies of Parent available hereunder and no information delivered pursuant to this Section 6.13 shall update any section of the Company Disclosure Schedule or shall affect the representations or warranties of the Company hereunder. (b) Parent shall promptly advise the Company of any fact, change, event or circumstance that has had or is reasonably likely to have a Material Adverse Effect on Parent or which Parent believes would or would be reasonably likely to give rise to a failure of a condition precedent set forth in Section 7.2(a) or Section 7.2(b) to the extent the same then remains a condition; provided that any failure to give notice in accordance with the foregoing shall not be deemed to amend or supplement the Company Disclosure Letter; provided, further, that that the Company’s unintentional failure to give notice under constitute a violation of this Section 6.2(a) shall not be deemed to be a breach 6.13 or the failure of covenant under this Section 6.2(a) but instead shall constitute only a breach of the underlying representation or warranty or covenant or condition, as the case may be. (b) During the Pre-Closing Period, the Company shall promptly advise Acquiror in writing of (1) any Occurrence or non-occurrence subsequent to the Agreement Date that would render any representation or warranty of the Seller Guarantors, the Sellers or NewCo contained in Article 4 untrue or inaccurate such that the condition set forth in Section 10.1(b) would not 7.2 to be satisfied, or (2) any otherwise constitute a breach of any covenant or obligation this Agreement by Parent, in each case unless the underlying breach would independently result in a failure of the Seller Guarantors, the Sellers or NewCo pursuant to this Agreement, any Seller Ancillary Agreement or NewCo Ancillary Agreement such that the condition conditions set forth in Section 10.2(b) would not 7.2 to be satisfied; provided, howeverprovided further, that the delivery of any notice pursuant to this Section 6.13 shall not limit or otherwise affect the remedies of the Company available hereunder and no information delivered pursuant to this Section 6.13 shall affect the representations or warranties of Parent hereunder. (c) Each of the Company and Parent shall promptly advise the other of (i) any written notice or other written communication from any person alleging that the unintentional consent of such person is or may be required in connection with the Transactions to the extent that such Party believes there is a reasonable likelihood that the failure to give notice under this Section 6.2(bobtain such consent would have a material impact on the timing of the consummation of the Merger or on Parent, the Company or the Surviving Corporation or (ii) shall upon receiving any written communication from any Governmental Authority or third party whose consent or approval is required for the satisfaction of one of the conditions to the Merger Closing set forth in Article VII that causes such Party to believe that there is a reasonable likelihood that any such consent or approval will not be deemed to obtained or that the receipt of any such consent or approval will be a breach of covenant under this Section 6.2(b) but instead shall constitute only a breach of the underlying representation or warranty or covenant or condition, as the case may bematerially delayed.