Common use of Advice of Changes Clause in Contracts

Advice of Changes. Each of the Company, as one party, and Parent and Merger Sub, together as the second party, shall promptly advise the other party orally and in writing to the extent it has knowledge of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, (ii) the failure by it to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; (iii) any suspension, termination, limitation, modification, change or other alteration of any agreement, arrangement, business or other relationship with any of the Company’s customers, suppliers or sales or design personnel; and (iv) any change or event having, or which, insofar as reasonably can be foreseen, could have a material adverse effect on such party or on the accuracy and completeness of its representations and warranties or the ability of such party to satisfy the conditions set forth in Article VII; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement; and provided further that a failure to comply with this Section 5.2 shall not constitute a failure to be satisfied of any condition set forth in Article VII unless the underlying untruth, inaccuracy, failure to comply or satisfy, or change or event would independently result in a failure of a condition set forth in Article VII to be satisfied.

Advice of Changes. Each of the Company, as one party, and Parent and Merger Sub, together as the second party, The Sellers’ Representative shall promptly advise the other party orally and in writing give prompt written notice to the extent it has knowledge of Buyer of: (i) the occurrence, or failure to occur, of any event which occurrence or failure would be likely to cause any representation or warranty made by it of (A) the Sellers contained in this Agreement that is qualified Agreement, if made on or as of the date of such event or as of the Initial Closing Date or as of each Subsequent Closing Date, as applicable, or (B) the Company contained in this Agreement, if made on or as of the date of such event or as of the Initial Closing Date or as of each Subsequent Closing Date, as applicable, to materiality becoming be untrue or inaccurate inaccurate, except for changes permitted by this Agreement and except to the extent that any representation and warranty is made as of a specified date, in any respect or any which case, such representation or and warranty that is not so qualified becoming untrue or inaccurate in any material respectshall be true, complete and accurate as of such date; (ii) any failure of any Seller, the failure by it Company or any officer, director, manager, employee, consultant or agent thereof, to comply with or satisfy satisfy, or act in a consistent manner with, any covenant, condition or agreement to be complied with or satisfied by it or them under this Agreement; (iii) any suspensionevent of which they have knowledge which will result, terminationor in the opinion of such party, limitationhas a reasonable prospect of resulting, modification, change or other alteration of any agreement, arrangement, business or other relationship with in the failure to satisfy any of the Company’s customers, suppliers conditions specified in Articles VIII or sales or design personnelIX; and (iv) any change notice of, or other communication relating to, a default (or event havingwhich, with notice or lapse of time or both, would constitute a default), received by the Company subsequent to the date hereof and prior to the Initial Closing Date, or prior to each Subsequent Closing Date, as applicable, under any contract or other agreement Material to the Business; (v) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby; (vi) any notice or other communication from any Governmental Authority in connection with the transactions contemplated hereby; (vii) any adverse change Material to the Business, or the occurrence of any event which, insofar so far as reasonably can be foreseen, could have a material adverse effect on such party or on foreseen at the accuracy and completeness time of its representations and warranties occurrence, would result in an adverse change Material to the Business; or (viii) any matter hereafter arising which, if existing, occurring or known at the ability of such party date hereof, would have been required to satisfy the conditions set forth in Article VIIbe disclosed to Buyer; provided, however, that no such notification shall affect the representations, warranties, covenants representations or agreements warranties of the parties (Sellers or remedies with respect thereto) the conditions to the obligations of Buyer hereunder. Buyer shall give prompt written notice to the Sellers of the occurrence, or failure to occur, of any event which occurrence or failure would be likely to cause any representation or warranty of Buyer contained in this Agreement, if made on or as of the date of such event or as of the Initial Closing Date, or as of each Subsequent Closing Date, as applicable, to be untrue or inaccurate, except for changes permitted by this Agreement and except to the extent that any representation and warranty is made as of a specified date, in which case, such representation and warranty shall be true, complete and accurate as of such date; provided, however, that no such notification shall affect the representations and warranties of Buyer or the conditions to the obligations of the parties under this Agreement; and provided further that a failure to comply with this Section 5.2 shall not constitute a failure to be satisfied of any condition set forth in Article VII unless the underlying untruth, inaccuracy, failure to comply or satisfy, or change or event would independently result in a failure of a condition set forth in Article VII to be satisfiedSellers hereunder.

Advice of Changes. Each of Except to the Companyextent prohibited by applicable law or regulation, as one party, the Company and Parent and Merger Sub, together as the second party, shall promptly advise the other party orally and in writing to the extent it has knowledge of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, (ii) the failure by it to comply in any material respect with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; Agreement and (iii) any suspension, termination, limitation, modification, change or other alteration of any agreement, arrangement, business or other relationship with any of the Company’s customers, suppliers or sales or design personnel; and (iv) any change or event having, or which, insofar as can reasonably can be foreseen, could have a material adverse effect Material Adverse Effect on such party or on the accuracy and completeness truth of its their respective representations and warranties or the ability of such party to satisfy the conditions set forth in Article VIIVI to be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement; and provided further that a failure to comply with this Section 5.2 4.2 shall not constitute a failure to be satisfied of any condition set forth in Article VII VI unless the underlying untruth, inaccuracy, failure to comply or satisfy, or change or event would independently result in a failure to be satisfied of a condition set forth in Article VII to be satisfiedVI.

Advice of Changes. Each of Except to the Companyextent prohibited by applicable law or regulation, as one party, Company and Parent and Merger Sub, together as the second party, shall promptly advise the other party orally and in writing to the extent it has knowledge of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, (ii) the failure by it to comply in any material respect with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; Agreement and (iii) any suspension, termination, limitation, modification, change or other alteration of any agreement, arrangement, business or other relationship with any of the Company’s customers, suppliers or sales or design personnel; and (iv) any change or event having, or which, insofar as can reasonably can be foreseen, could have a material adverse effect Material Adverse Effect on such party or on the accuracy and completeness truth of its their respective representations and warranties or the ability of such party to satisfy the conditions set forth in Article VIIVI to be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement; and provided further that a failure to comply with this Section 5.2 4.2 shall not constitute a failure to be satisfied of any condition set forth in Article VII VI unless the underlying untruth, inaccuracy, failure to comply or satisfy, or change or event would independently result in a failure to be satisfied of a condition set forth in Article VII to be satisfiedVI.

Advice of Changes. Each of the Company, as one party, and Parent and Merger Sub, together as the second party, shall promptly advise the other party orally and in writing to the extent it has knowledge of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, (ii) the failure by it to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; (iii) any suspension, termination, limitation, modification, change or other alteration of any agreement, arrangement, business or other relationship with any of the Company’s 's or its subsidiaries' respective customers, suppliers or sales or design personnel; and (iv) any change or event having, or which, insofar as reasonably can be foreseen, could have a material adverse effect on such party or on the accuracy and completeness of its representations and warranties or the ability of such party to satisfy the conditions set forth in Article VII; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement; and provided further that a failure to comply with this Section 5.2 shall not constitute a failure to be satisfied of any condition set forth in Article VII unless the underlying untruth, inaccuracy, failure to comply or satisfy, or change or event would independently result in a failure of a condition set forth in Article VII to be satisfied.

Advice of Changes. Each of the Company, as one party, and Parent and Merger Sub, together as the second party, Company shall promptly ----------------- advise the other party orally and in writing to the extent it has knowledge of (i) any representation or warranty made by it (and, in the case of Parent, made by Merger Sub) contained in this Agreement that is qualified as to materiality or the Stock Option Agreement becoming untrue or inaccurate in any respect or any where the failure of such representation to be so true and correct (without giving effect to any limitation as to "materiality," "Company Material Adverse Effect" or warranty that "Parent Material Adverse Effect" set forth therein), individually or in the aggregate, has had or is not so qualified becoming untrue reasonably likely to have a Company Material Adverse Effect or inaccurate in any material respectParent Material Adverse Effect, as the case may be, (ii) the failure by it (and, in the case of Parent, by Merger Sub) to comply in any material respect with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; Agreement or the Stock Option Agreement and (iii) any suspension, termination, limitation, modification, change or other alteration of any agreement, arrangement, business or other relationship with any of the Company’s customers, suppliers or sales or design personnel; and (iv) any change or event having, or whichwhich is reasonably likely to have, insofar a Company Material Adverse Effect or a Parent Material Adverse Effect, as reasonably can be foreseenthe case may be, could have a material adverse effect on such party or on the accuracy and completeness of its representations and warranties or the ability of such party to satisfy for the conditions set forth in Article VIIVII to be satisfied; provided, however, that no such notification shall affect in any manner the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or any matter set forth in the Disclosure Schedule or the conditions to the obligations of the parties under this Agreement or the Stock Option Agreement; and provided further that a failure to comply with this Section 5.2 shall not constitute a failure to be satisfied of any condition set forth in Article VII unless the underlying untruth, inaccuracy, failure to comply or satisfy, or change or event would independently result in a failure of a condition set forth in Article VII to be satisfied.

Advice of Changes. Each of the Company, as one party, The Company and Parent and Merger Sub, together as the second party, shall promptly advise the other party orally and in writing to the extent it has knowledge of upon becoming aware that (ia) any representation or warranty made by it (and, in the case of Parent, made by Merger Sub) contained in this Agreement that is qualified as to materiality becoming becomes untrue or inaccurate in any respect a manner that would reasonably be expected to give rise to the right to terminate this Agreement pursuant to Section 8.01(c) or any such representation (d), or warranty that is not so qualified becoming untrue or inaccurate (b) it (and, in any material respectthe case of Parent, (iiMerger Sub) the failure by it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it (and, in the case of Parent, Merger Sub) under this Agreement; (iii) any suspension, termination, limitation, modification, change or other alteration of any agreement, arrangement, business or other relationship with any of the Company’s customers, suppliers or sales or design personnel; and (iv) any change or event having, or which, insofar as reasonably can be foreseen, could have a material adverse effect on such party or on the accuracy and completeness of its representations and warranties or the ability of such party to satisfy the conditions set forth in Article VII; provided, however, that (1) no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement; and provided further that a (2) any failure to comply so advise with this Section 5.2 respect to a breach of representations and warranties shall not constitute be a breach of this Agreement by the Company or Parent unless the failure to be satisfied of any condition set forth in Article VII unless the underlying untruth, inaccuracy, failure to comply or satisfy, or change or event so advise would independently result in a failure Material Adverse Effect or a Parent Material Adverse Effect, respectively. The Company shall promptly advise Parent upon the filing of a condition set forth in Article VII any Notification or Report Forms with the Federal Trade Commission or the Antitrust Division of the United States Department of Justice under the HSR Act by any Person (other than Parent or Merger Sub (or Offeror)) with respect to be satisfiedthe Company or the Company Common Stock.

Advice of Changes. Each of the Company, as one party, and Parent and Merger Sub, together as the second party, shall promptly advise the other party orally and in writing to the extent it has knowledge of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, (ii) the failure by it to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; (iii) any suspension, termination, limitation, modification, change or other alteration of any agreement, arrangement, business or other relationship with any of the Company’s its customers, suppliers or sales or design personnel; and or (iv) any change or event having, or which, insofar as reasonably can be foreseen, could have a material adverse effect on such party or on the accuracy and completeness of its representations and warranties or the ability of such party to satisfy the conditions set forth in Article VII; providedPROVIDED, howeverHOWEVER, that no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement; and provided further PROVIDED FURTHER that a failure to comply with this Section 5.2 shall not constitute a failure to be satisfied of any condition set forth in Article VII unless the underlying untruth, inaccuracy, failure to comply or satisfy, or change or event would independently result in a failure of a condition set forth in Article VII to be satisfied.

Advice of Changes. Each of the CompanyCompany and Target OP, as on the one partyhand, and Parent Parent, Acquiror OP and REIT Merger Sub, together as on the second partyother hand, shall promptly advise the other party orally and in writing to the extent it has knowledge Knowledge of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, (ii) the failure by it to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; (iii) any suspension, termination, limitation, modification, change or other alteration of any material agreement, arrangement, business or other relationship with any of the Company’s 's or any of its subsidiaries' respective customers, suppliers suppliers, vendors, or sales or design personnelfranchisors; and (iv) any change or event having, having or which, insofar as reasonably can be foreseen, could which would have a material adverse effect Material Adverse Effect on such party or on the accuracy and completeness of its representations and warranties or the ability of such party to satisfy the conditions set forth in Article VIIVI; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement; and provided further that a failure to comply with this Section 5.2 4.2 shall not constitute a failure to be satisfied of any condition set forth in Article VII VI unless the underlying untruth, inaccuracy, failure to comply or satisfy, or change or event would independently result in a failure of a condition set forth in Article VII VI to be satisfied. Specifically, Parent will inform the Company in the event its representations and warranties set forth in Section 3.2(h) have been breached.

Advice of Changes. Each of the Company, as one party, Shareholders and Parent and Merger Sub, together as the second party, Company shall promptly advise the other party Purchaser orally and in writing to the extent it has knowledge of (i) any representation or warranty made by it them contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, (ii) the failure by it any of them to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it them under this Agreement; (iii) any suspension, termination, limitation, modification, change or other alteration of any agreement, arrangement, business or other relationship with any of the Company’s 's customers, suppliers or sales or design personnel; and or (iv) any change or event having, or which, insofar as reasonably can be foreseen, could have a material adverse effect on such party the Company or on the accuracy and completeness of its representations and warranties or the ability of such party the Shareholders or the Company to satisfy the conditions set forth in Article VII; providedPROVIDED, howeverHOWEVER, that no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement; and provided further PROVIDED FURTHER that a failure to comply with this Section 5.2 4.2 shall not constitute a failure to be satisfied of any condition set forth in Article VII unless the underlying untruth, inaccuracy, failure to comply or satisfy, or change or event would independently result in a failure of a condition set forth in Article VII to be satisfied.

Advice of Changes. The Company shall report (to the extent permitted by Law, regulation and any applicable confidentiality agreement) to Parent on operational matters from the date hereof until the Effective Time. Each of party shall (i) confer on a regular and frequent basis with the Company, as one partyother, and Parent and Merger Sub, together as the second party, shall (ii) promptly advise the other party orally and in writing to the extent it has knowledge of (iA) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect inaccurate, or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respectrespect as though made then and as though the date of such occurrence were substituted for the date of this Agreement, (iiB) the failure by it to to: (x) comply with or satisfy in any respect any covenant, condition or agreement required to be complied with or satisfied by it under this Agreement; Agreement that is qualified as to materiality or (iiiy) comply with or satisfy in any material respect any covenant, condition or agreement required to be complied with or satisfied by it under this Agreement that is not so qualified as to materiality, or (C) any suspensionchange, termination, limitation, modification, change event or other alteration of any agreement, arrangement, business circumstance that has had or other relationship with any of the Company’s customers, suppliers or sales or design personnel; and (iv) any change or event having, or which, insofar as could reasonably can be foreseen, could expected to have a material adverse effect on such Party, as applicable, on such party or on materially adversely effect its ability to consummate the accuracy and completeness of its representations and warranties or the ability of such party to satisfy the conditions set forth Merger in Article VIIa timely manner; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement; and provided further that a failure to comply with this Section 5.2 shall not constitute a failure to be satisfied of any condition set forth in Article VII unless the underlying untruth, inaccuracy, failure to comply or satisfy, or change or event would independently result in a failure of a condition set forth in Article VII to be satisfied.

Advice of Changes. Each of (a) Local Insight, on the Company, as one partyhand, and Parent and Merger Subthe Contributors, together as on the second partyother hand, shall will promptly advise the each other party orally and in writing to the extent it has knowledge of any change or event: (i) that would result in a Material Adverse Effect on Local Insight and the Local Insight Subsidiaries, taken as a whole, or a Material Adverse Effect on CBD Investor, the Company or the Company Subsidiaries, taken as a whole, as the case may be or (ii) that causes or constitutes a breach of any representation of the Contributor’s or warranty made by it contained in Local Insight’s representations and warranties as of the date of this Agreement, or arises after the date of this Agreement and that is qualified would (except as to materiality becoming untrue expressly contemplated by this Agreement) cause or inaccurate in any respect or constitute a breach of any such representation or warranty that is not so qualified becoming untrue had such representation or inaccurate in any material respectwarranty been made as of the time of occurrence or discovery of such fact or condition, (ii) the failure by it to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; (iii) any suspension, termination, limitation, modification, change that it believes results or other alteration would be reasonably expected to result in a failure of any agreement, arrangement, business or other relationship with any of the Company’s customers, suppliers or sales or design personnel; and (iv) any change or event having, or which, insofar as reasonably can be foreseen, could have a material adverse effect on such party or on the accuracy and completeness of its representations and warranties or the ability of such party to satisfy the conditions condition set forth in Article VIISection 8.2 (in the case of Local Insight or Section 8.3 in the case of the Contributors); provided, however, that no such notification shall will affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement; and provided further provided, further, that a failure to comply with this Section 5.2 shall 7.4 will not constitute a the failure to be satisfied of any condition set forth in Article VII ARTICLE VIII to be satisfied unless the underlying untruth, inaccuracy, failure to comply Material Adverse Effect or satisfy, or change or event breach would independently result in a the failure of a condition set forth in Article VII ARTICLE VIII to be satisfied.

Advice of Changes. Each of the Company, as one party, and Parent and Merger Sub, together as the second party, Shareholder shall promptly advise the other party Purchaser orally and in writing to the extent it he has knowledge of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, (ii) the failure by it any of them to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it them under this Agreement; (iii) any suspension, termination, limitation, modification, change or other alteration of any material agreement, arrangement, business or other relationship relationship, in any material respect, with any of the Company’s 's customers, suppliers or sales or design personnel; and or (iv) any change or event having, or which, insofar as reasonably can be foreseen, could have a material adverse effect on such party the Company or on the accuracy and completeness of its representations and warranties or the ability of such party the Shareholder or the Company to satisfy the conditions set forth in Article VII; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement; and provided further that a failure to comply with this Section 5.2 4.2 shall not constitute a failure to be satisfied of any condition set forth in Article VII unless the underlying untruth, inaccuracy, failure to comply or satisfy, or change or event would independently result in a failure of a condition set forth in Article VII to be satisfied.

Advice of Changes. Each of the Company, as one party, and Parent and Merger Sub, together as the second party, shall promptly advise the other party orally and in writing to the extent it has knowledge of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, (ii) the failure by it to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; (iii) any suspension, termination, limitation, modification, change or other alteration of any agreement, arrangement, business or other relationship with any of the Company’s or its subsidiaries’ respective customers, suppliers or sales or design personnel; and (iv) any change or event having, or which, insofar as reasonably can be foreseen, could have a material adverse effect on such party or on the accuracy and completeness of its representations and warranties or the ability of such party to satisfy the conditions set forth in Article VII; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement; and provided further that a failure to comply with this Section 5.2 shall not constitute a failure to be satisfied of any condition set forth in Article VII unless the underlying untruth, inaccuracy, failure to comply or satisfy, or change or event would independently result in a failure of a condition set forth in Article VII to be satisfied.

Advice of Changes. Each of the Company, as one party, Shareholders and Parent and Merger Sub, together as the second party, Company shall promptly advise the other party Purchaser orally and in writing to the extent it has knowledge of (i) any representation or warranty made by it them contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, (ii) the failure by it any of them to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it them under this Agreement; (iii) any suspension, termination, limitation, modification, change or other alteration of any material agreement, arrangement, business or other relationship relationship, in any material respect, with any of the Company’s 's customers, suppliers or sales or design personnel; and or (iv) any change or event having, or which, insofar as reasonably can be foreseen, could have a material adverse effect on such party the Company or on the accuracy and completeness of its representations and warranties or the ability of such party the Shareholders or the Company to satisfy the conditions set forth in Article VII; providedPROVIDED, howeverHOWEVER, that no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement; and provided further PROVIDED FURTHER that a failure to comply with this Section 5.2 4.2 shall not constitute a failure to be satisfied of any condition set forth in Article VII unless the underlying untruth, inaccuracy, failure to comply or satisfy, or change or event would independently result in a failure of a condition set forth in Article VII to be satisfied.

Advice of Changes. Each of the Company, as one party, The Company and Parent and Merger Sub, together as the second party, shall promptly advise the other party orally and in writing to the extent it has knowledge of (i) any written notice from any person alleging that the consent of such person is or may be required in connection with the transactions contemplated by this Agreement, (ii) any written notice from any Governmental Entity in connection with the transactions contemplated by this Agreement or regarding any violation, or alleged violation of law, (iii) the occurrence or non-occurrence of any fact or event which would reasonably likely (A) cause any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respectrespect or (B) to cause any covenant, condition or agreement hereunder to not to be complied with or satisfied in all material respects, (iiiv) the failure by of it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; (iii) any suspension, termination, limitation, modification, change or other alteration of any agreement, arrangement, business or other relationship with any of the Company’s customers, suppliers or sales or design personnel; and (iv) any change or event having, or which, insofar as reasonably can be foreseen, could have a material adverse effect on such party or on the accuracy and completeness of its representations and warranties or the ability of such party to satisfy the conditions set forth in Article VII; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement; and provided further that a failure to comply with this Section 5.2 shall not constitute a failure to be satisfied of any condition set forth in Article VII unless the underlying untruth, inaccuracy, failure to comply or satisfy, or change (v) any Customer Change Event. To the extent any event occurs or event would independently situation arises which results or is reasonably likely to result in a failure breach of a condition set forth in Article VII representation, warranty or covenant by any party under this Agreement, such party shall use its commercially reasonable efforts to be satisfiedcure such breach prior to the Closing Date.

Advice of Changes. Each of the Company, as one party, and Parent and Merger Sub, together as the second party, The Company shall promptly advise the other party orally and Parent in writing of (a) any event occurring subsequent to the extent it has knowledge of (i) Original Agreement Date that would render any representation or warranty made by it of the Company contained in this Agreement that is qualified as Article IV to materiality becoming be untrue or inaccurate such that the condition set forth in any respect or any such representation or warranty that is Section 8.2(a) would not so qualified becoming untrue or inaccurate in be satisfied; (b) any material respect, (iibreach of any covenant or obligation of the Company pursuant to this Agreement or the Original Agreement such that the condition set forth in Section 8.2(b) the failure by it to comply with or satisfy any covenant, condition or agreement to would not be complied with or satisfied by it under this Agreementsatisfied; (iiic) any suspension, termination, limitation, modification, change Material Adverse Effect; (d) any Effect that would reasonably be expected to result in a Material Adverse Effect or other alteration of any agreement, arrangement, business or other relationship with cause any of the Company’s customers, suppliers or sales or design personnel; and (iv) any change or event having, or which, insofar as reasonably can be foreseen, could have a material adverse effect on such party or on the accuracy and completeness of its representations and warranties or the ability of such party to satisfy the conditions set forth in Article VIISection 8.2 not to be satisfied; (e) any notice or other communication received by the Company from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or the Original Agreement; (f) any notice or other communication received by the Company from any Governmental Authority in connection with the transactions contemplated by this Agreement or the Original Agreement; or (g) any Action commenced or, to the Knowledge of the Company, threatened that (x) if pending on the Original Agreement Date, would have been required to have been disclosed by the Company pursuant to this Agreement or the Original Agreement or (y) otherwise relates to this Agreement or the Original Agreement or the consummation of the transactions contemplated hereby or thereby; provided, however, that no such notification the delivery of any notice pursuant to this Section 6.1 shall not limit or otherwise affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions available hereunder to the obligations of the parties under this Agreement; and provided further that a failure to comply with this Section 5.2 shall not constitute a failure to be satisfied of any condition set forth in Article VII unless the underlying untruth, inaccuracy, failure to comply or satisfy, or change or event would independently result in a failure of a condition set forth in Article VII to be satisfiedParent.

Advice of Changes. Each of the Company, as one partyParty, and Parent and Merger Sub, together as the second partyParty, shall promptly advise the other party Party orally and in writing to the extent it has knowledge of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, (ii) the failure by it to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; (iii) any suspension, termination, limitation, modification, change or other alteration of any agreement, arrangement, business or other relationship with any of the Company’s its customers, suppliers or sales or design personnel; and or (iv) any change or event having, or which, insofar as reasonably can be foreseen, could have a material adverse effect on such party Party or on the accuracy and completeness of its representations and warranties or the ability of such party Party to satisfy the conditions set forth in Article VII; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties Parties (or remedies with respect thereto) or the conditions to the obligations of the parties Parties under this Agreement; and provided further that a failure to comply with this Section 5.2 shall not constitute a failure to be satisfied of any condition set forth in Article VII unless the underlying untruth, inaccuracy, failure to comply or satisfy, or change or event would independently result in a failure of a condition set forth in Article VII to be satisfied.

Advice of Changes. Each of the parties shall promptly advise the others of (a) to the extent permitted by Law, any notice or other communication from any Governmental Authority in connection with the Contemplated Transactions, (b) any Proceedings commenced, or to such party’s knowledge, threatened in writing, against Seller, the Company or any of its Subsidiaries or Holdings, as applicable, that are related to the Contemplated Transactions and (c) any fact, change, event or circumstance known to such party, any breach, inaccuracy or misrepresentation of a representation or warranty of such party set forth in this Agreement or any breach or non-performance of a covenant, agreement or other obligation of such party set forth in this Agreement (i) that has had or would reasonably be expected to have, either individually or in the aggregate with all other such matters, in the case of the Company, as one partyits Subsidiaries and Seller, and Parent and Merger Suba Company Material Adverse Effect or, together as in the second partycase of Holdings or its Subsidiaries, shall promptly advise the other party orally and in writing to the extent it has knowledge of (i) any representation a Buyer Material Adverse Effect, or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, (ii) the failure by which it believes would or would be reasonably expected to comply with or satisfy any covenant, cause a condition or agreement to be complied with or satisfied by it under this Agreement; (iii) any suspension, termination, limitation, modification, change or other alteration of any agreement, arrangement, business or other relationship with any of the Company’s customers, suppliers or sales or design personnel; and (iv) any change or event having, or which, insofar as reasonably can be foreseen, could have a material adverse effect on such party or on the accuracy and completeness of its representations and warranties or the ability of such party to satisfy the conditions Closing set forth in Article VII; provided, however, that VII to not be satisfied. In no such notification event shall (x) the delivery of any notice by a party pursuant to this Section 6.16 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement; and provided further that a failure to comply with this Section 5.2 shall not constitute a failure to be satisfied of any condition set forth in Article VII unless the underlying untruth, inaccuracy, failure to comply or satisfy, or change (y) disclosure by the Company, Seller or event would independently result in a failure of a condition set forth in Article VII Holdings be deemed to be satisfiedamend or supplement the Company Disclosure Schedules or Buyer Disclosure Schedule, as applicable, or constitute an exception to any representation or warranty.

Advice of Changes. Each From and after the date hereof and until the earlier to occur of the CompanyClosing Date or the termination of this Agreement in accordance with its terms, as one party, the Company and Parent and Merger Sub, together as the second party, shall promptly advise the other party orally and in writing to the extent it has knowledge of upon becoming aware (i) that any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming has become untrue or inaccurate in any material respect, (ii) the or of any failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under pursuant to this Agreement; (iii) any suspension, terminationin each case if and only to the extent that such untruth, limitationinaccuracy, modification, change or other alteration of any agreement, arrangement, business or other relationship with failure would reasonably be expected to cause any of the Company’s customers, suppliers or sales or design personnel; and (iv) any change or event having, or which, insofar as reasonably can be foreseen, could have a material adverse effect on such party or on conditions to the accuracy and completeness obligations of its representations and warranties or the ability of such other party to satisfy consummate the conditions Merger set forth in Article VIIthis Agreement to fail to be satisfied at the Closing or (ii) of any changes or events that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect, in the case of the Company, or a Parent Material Adverse Effect, in the case of Parent; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement; . The Company shall, to the extent permitted by Law, promptly provide Parent and provided further that a Merger Sub with copies of all filings made by the Company with any Governmental Authority in connection with this Agreement and the transactions contemplated hereby. No party’s unintentional failure to comply with this Section 5.2 shall not constitute a failure 5.01(c) will be taken into account for purposes of determining whether the conditions to be satisfied of any condition consummate the Merger set forth in Article VII unless the underlying untruth, inaccuracy, failure to comply or satisfy, or change or event would independently result in a failure of a condition set forth in Article VII to be have been satisfied.

Advice of Changes. Each of the Company, as one party, and Parent and Merger Sub, together as the second party, shall promptly advise the other party orally and in writing to the extent it has knowledge of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, (ii) the failure by it to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; (iii) any suspension, termination, limitation, modification, change or other alteration of any agreement, arrangement, business or other relationship with any of the Company’s 's or its subsidiaries' respective customers, suppliers or sales or design personnel; and (iv) any change or event having, or which, insofar as reasonably can be foreseen, could have a material adverse effect on such party or on the accuracy and completeness of its representations and warranties or the ability of such party to satisfy the conditions set forth in Article VIIVI; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement; and provided further that a failure to comply with this Section 5.2 4.2 shall not constitute a failure to be satisfied of any condition set forth in Article VII VI unless the underlying untruth, inaccuracy, failure to comply or satisfy, or change or event would independently result in a failure of a condition set forth in Article VII VI to be satisfied.

Advice of Changes. Each of From the Companydate hereof until the Effective Time, as one party, CBS and Parent and Merger Sub, together as the second party, Xxxxxxx shall promptly advise the other party orally and in writing to the extent it has knowledge of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, (ii) the failure by it any party or one of its Affiliates to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; Agreement or (iii) any suspension, termination, limitation, modification, change or other alteration of any agreement, arrangement, business or other relationship with any of the Company’s customers, suppliers or sales or design personnel; and (iv) any change or event (x) having, or whichwhich can reasonably be expected to have, insofar in the case of CBS, a Material Adverse Effect on CBS and its subsidiaries taken as a whole and, in the case of Xxxxxxx, a Xxxxxxx Material Adverse Effect, (y) having, or which can reasonably be expected to have, the effect set forth in clause (i) above, or (z) which has resulted, or which can reasonably be foreseenexpected to result, could have a material adverse effect on such party or on the accuracy and completeness in any of its representations and warranties or the ability of such party to satisfy the conditions set forth in Article VIISections 6 or 7 not being satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement; and provided further that a failure to comply with this Section 5.2 shall not constitute a failure to be satisfied of any condition set forth in Article VII unless the underlying untruth, inaccuracy, failure to comply or satisfy, or change or event would independently result in a failure of a condition set forth in Article VII to be satisfied.

Advice of Changes. Each From the date hereof and continuing until the earlier of the Companytermination of this Agreement or the Effective Time, as one party, and Parent and Merger Sub, together as the second party, Company shall promptly advise the other party orally and in writing to the extent it has knowledge Knowledge (it being understood that for purposes of this Section 6.5(a) only, Schedule 14.8 shall be deemed to also include each of the members of the board of directors of the Company on the date of this Agreement) of (i) any event or circumstance that would reasonably be expected to result in any representation or warranty made by it contained (and, in the case of Parent, made by Merger Sub) in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, (ii) the failure by it (and, in the case of Parent, by Merger Sub) to comply in any material respect with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; Agreement prior to the Effective Time, (iii) any suspension, termination, limitation, modification, change or other alteration of any agreement, arrangement, business or other relationship with any of the Company’s customers, suppliers or sales or design personnel; and (iv) any change or event having, or whichwhich is reasonably likely to have, insofar as reasonably can be foreseena Material Adverse Effect, could have a material adverse effect on such party (iv) the termination (other than any termination due to project completion) or on the accuracy and completeness failure to renew, or threatened termination or failure to renew, by any Large Customer, of its representations and warranties or relationship with the ability Company (including the name of such party Large Customer), (v) any of the employees of the Company and its Subsidiaries listed on Section 3.19(a) of the Disclosure Schedule ceasing to satisfy be employees of the conditions set forth Company and its Subsidiaries in Article VIIsubstantially the same capacity as of the date hereof, or (vi) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; provided, however, that that, other than in accordance with Section 6.5(b), no such notification shall will be deemed to prevent or cure any breach of, or inaccuracy in, amend or supplement any Section of the Disclosure Schedule, or otherwise disclose an exception to, or affect in any manner, the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement; and provided further that a failure to comply with this Section 5.2 shall not constitute a failure to be satisfied of any condition set forth in Article VII unless the underlying untruth, inaccuracy, failure to comply or satisfy, or change or event would independently result in a failure of a condition set forth in Article VII to be satisfied.