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, Company shall promptly advise the other party orally of (a) 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, (b) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, (c) subject to, and not in writing limitation of Section 5.1, any Actions commenced, or to such party’s knowledge, threatened in writing, against Company or any of its Subsidiaries or Parent or its Subsidiaries, as applicable, that are related to the extent it has knowledge transactions contemplated by this Agreement, and (d) 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 or obligation of such party set forth in this Agreement (i) any representation that has had or warranty made by it contained would reasonably be expected to have, either individually or in this Agreement that is qualified as to materiality becoming untrue the aggregate with all other such matters, a Company Material Adverse Effect or inaccurate in any respect Parent Material Adverse Effect, 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 6.7 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 Company or event would independently result in a failure of a condition set forth in Article VII Parent be deemed to be satisfiedamend or supplement the Company Disclosure Schedules, the Parent Disclosure Schedules or constitute an exception to any representation or warranty.

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 the CompanyCompany and Buyer shall (a) confer on a regular and frequent basis with the other, as one party(b) report (to the extent permitted by law, regulation and Parent any applicable confidentiality agreement) to the other on operational matters and Merger Sub, together as the second party, shall (c) 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 such that the conditions set forth in Section 7.1(a) or any such representation or warranty that is Section 7.2(a) would not so qualified becoming untrue or inaccurate in any material respectbe satisfied, (ii) the failure by it (A) to 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 (B) to 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, (iii) any suspensionchange, terminationevent or circumstance that has had, limitationhas or could reasonably be expected to have a Material Adverse Effect on such party or adversely affects its ability to consummate the Unit Purchase and the agreements and transactions contemplated hereby in a timely manner, 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 written notice or event havingother written communication from any Person alleging that the consent of such Person is or may be required in connection with the Unit Purchase or the agreements and transactions contemplated hereby, (v) any written notice or other written communication from any Governmental Entity in connection with the Unit Purchase or the agreements and transactions contemplated hereby, or (vi) any action, suit, contract claim or dispute, investigation, audit or proceeding commenced or, to the Knowledge of the Company, threatened against, relating to or involving or otherwise affecting the Company which, insofar as reasonably can be foreseen, could have a material adverse effect on such party or if pending on the accuracy and completeness date of its representations and warranties this Agreement, would have been required to have been disclosed pursuant to Article II or which relates to the consummation of the Unit Purchase or the ability of such party to satisfy the conditions set forth in Article VIIagreements and transactions contemplated hereby; 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, The Company and Parent and Merger Sub, together as the second party, shall promptly advise the other party party, orally and in writing to the extent it has knowledge of writing, if (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 becoming becomes untrue or inaccurate in any respect a manner that would or any such representation would be reasonably likely to result in the failure of the condition set forth in Section 6.02(a) or warranty that is not so qualified becoming untrue Section 6.03(a), or inaccurate in any material respect, (ii) it (and, in the failure by it case of Parent, Merger Sub) 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 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 . In addition, in connection with any notice delivered by Parent pursuant to comply with this Section 5.2 4.01(e) at the reasonable request of the Company, Parent shall not constitute a failure afford to be satisfied the Company and its Representatives, reasonably access during normal business hours and upon reasonable prior notice during the period prior to the Effective Time or the termination of any condition set forth this Agreement, to Parent’s and its Subsidiaries’ properties, books, Contracts, personnel and records as the Company may from time to time reasonably request to the extent such access or information is reasonably related to Parent’s or Merger Sub’s compliance with the terms of this Agreement or in Article VII unless connection with the underlying untruth, inaccuracy, failure to comply or satisfy, or change or event would independently result in a failure consummation of a condition set forth in Article VII to be satisfiedthe Merger and the transactions contemplated hereby.

Advice of Changes. Each of the Company, as one party, (a) The Company and Parent and Merger Sub, together as the second party, shall each 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 agreementfact, arrangementchange, business event or other relationship with any 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 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) (in the case 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 any failure to comply give notice in accordance with this Section 5.2 the foregoing shall not be deemed to constitute a the failure to be satisfied of any condition set forth in Article VII Section 6.2 or Section 6.3 to be satisfied, or otherwise constitute a breach or violation of this Agreement by the party failing to give such notice, in each case unless the underlying untruth, inaccuracy, failure to comply breach or satisfy, or change or event violation would independently result in a failure of the conditions set forth in Section 6.2 or Section 6.3 to be satisfied. (b) The Company and Parent shall each promptly advise the 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 condition 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 whose consent or approval is required for the satisfaction of one of the conditions to Closing set forth in Article VII VI that causes such party 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. 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.

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 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, 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. (a) Each of the Company, as one party, and Parent and Merger Sub, together as the second party, 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 that it becomes aware of having, or whichwhich would reasonably be expected to have, insofar as reasonably can be foreseena Company Material Adverse Effect, could have or which would cause or constitute a material adverse effect on such party or on breach of any of the accuracy and completeness of its representations and representations, warranties or covenants of the ability of such party to satisfy the conditions set forth in Article VIICompany or any Company Subsidiary contained herein; provided, however, that no such notification shall affect any noncompliance with 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 foregoing shall not constitute a 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 would independently result in a failure of a condition set forth in Article VII IX or give rise to any right of termination under Article X unless the underlying breach shall independently constitute such a failure or give rise to such a right. (b) Without limiting the rights of the parties in this Section 8.19 each party shall furnish in advance to the other party copies of all correspondence, filings, submissions and written communications between them and their respective Representatives on the one hand, and any Governmental Entity, on the other hand, with respect to this Agreement or the Merger and consult with such other party on and take into account any reasonable comments it may have to such correspondence, filings, submissions and written communications prior to them being made. Each party shall keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby, shall inform the other party of the substance of any material oral communications with any Governmental Entity and shall respond to inquiries and requests received from any Governmental Entity or third party, in each case with respect to this Agreement or the Merger as promptly as practicable. In addition, the Company shall give prompt written notice to Parent of any notice or other communication from any Person (and the response thereto of the Company or the Company Subsidiaries, as the case may be) alleging that the consent of such Person is or may be satisfiedrequired in connection with this Agreement or the Merger.

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 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 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 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. 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) Boron, on the Company, as one partyhand, and Parent Silicon and Merger SubHoldings, together as on the second partyother hand, shall each promptly advise the other party orally and 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 cause or constitute a material breach of any of its representations, warranties or covenants contained herein; provided that any failure to give notice in writing accordance with the foregoing with respect to the extent it has knowledge any breach shall not be deemed to constitute a violation of (i) any representation this Section 6.7 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 Section 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 untruth, inaccuracy, failure to comply or satisfy, or change or event breach would independently result in a failure of a condition the conditions set forth in Article VII Section 7.2 or 7.3 to be satisfied. (b) Boron, on the one hand, and Silicon and Holdings, on the other hand, shall each promptly advise the other party of (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or (ii) upon receiving any communication from any Governmental Entity or third party whose consent or approval is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that (A) any such consent or approval will not be obtained or (B) the receipt of any such consent or approval will be materially delayed. Silicon shall notify Boron as promptly as practicable of any notice or other communication from any party to any Silicon Contract to the effect that such party has terminated or intends to terminate or otherwise materially adversely modify its relationship with Silicon or any of its Subsidiaries as a result of the transactions contemplated by this Agreement

Advice of Changes. Each of the Company, as one party, (a) The Company and Parent and Merger Sub, together as the second party, shall each 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 agreementfact, arrangementchange, business event or other relationship with circumstance that has had or is reasonably likely to have a Company Material Adverse Effect or Parent Material Adverse Effect, respectively, or which it believes would or would be reasonably likely to cause or constitute a material breach of any of the Company’s customersits representations, 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 VIIcovenants contained herein; provided, however, that no such notification shall affect any failure to give notice in accordance with the representations, warranties, covenants or agreements of the parties (or remedies foregoing 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 any breach shall not be deemed to constitute a the failure to be satisfied of any condition set forth in Article VII Section 7.01 or Exhibit A to be satisfied, in each case unless the underlying untruth, inaccuracy, failure to comply or satisfy, or change or event breach would independently result in a failure of a condition the conditions set forth in Article VII Section 7.01 or Exhibit A to be satisfied. (b) The Company and Parent shall each promptly advise the other party (i) of any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the Transactions or (ii) upon receiving any communication from any Governmental Entity or third party whose consent or approval is required for consummation of the transactions contemplated by this Agreement 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 notice or other communication from any party to any Specified Contract to the effect that such party has terminated or intends to terminate or otherwise materially adversely modify its relationship with the Company or any of the Company Subsidiaries as a result of the transactions contemplated by this Agreement.

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, (a) Buyer and Parent and Merger Sub, together as the second party, Company shall each promptly advise the other party orally and in writing of any effect, change, event, circumstance, condition, occurrence or development known to the extent it has knowledge of (i) any representation that has had or warranty made by is reasonably likely to have a Material Adverse Effect on 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) 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 the aggregate, to the failure by it to comply with or satisfy any covenant, of 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 set forth in Article VII; provided, however, that no such notification shall affect any failure to give notice in accordance with the representations, warranties, covenants or agreements of the parties (or remedies foregoing with respect thereto) to any breach shall not be deemed to constitute a violation of this Section 6.7 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 Section 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 untruth, inaccuracy, failure to comply or satisfy, or change or event breach would independently result in a failure of a condition the conditions set forth in Article VII Section 7.2 or 7.3 to be satisfied; and provided, further, that the delivery of any notice pursuant to this Section 6.7 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) If the Closing Date is delayed pursuant to Section 1.2(b), Company shall deliver to Buyer as of the Bringdown Date a supplement to the Company Disclosure Schedule (the “Company Disclosure Supplement”) which shall include any matter hereafter arising that, if existing or 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 that is necessary to correct any information in the Company Disclosure Schedule or in any representation or warranty of Company which has been rendered inaccurate thereby following discovery thereof.

Advice of Changes. Each of the Company, as one party, (a) Carbon and Parent and Merger Sub, together as the second party, Oxygen shall each promptly advise the other party orally and 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 cause or constitute a material breach of any of its representations, warranties or covenants contained herein; provided that any failure to give notice in writing accordance with the foregoing with respect to the extent it has knowledge any breach shall not be deemed to constitute a violation of (i) any representation this Section 6.7 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 Section 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 untruth, inaccuracy, failure to comply or satisfy, or change or event breach would independently result in a failure of a condition the conditions set forth in Article VII Section 7.2 or 7.3 to be satisfied. (b) Carbon and Oxygen shall each promptly advise the other party of (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or (ii) upon receiving any communication from any Governmental Entity or third party whose consent or approval is required for consummation of the transactions contemplated by this Agreement 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. Oxygen shall notify Carbon as promptly as practicable of any notice or other communication from any party to any Oxygen Contract to the effect that such party has terminated or intends to terminate or otherwise materially adversely modify its relationship with Oxygen or any of its Subsidiaries as a result of the transactions contemplated by this Agreement

Advice of Changes. Each of the Company, as one party, and Parent and Merger Sub, together as the second party, Sellers shall promptly advise the other party orally and in writing give prompt written notice to the extent it has knowledge Buyer of (ia) the occurrence of any change, event or events or development, that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect, (b) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in failure of any respect Seller or any such representation Group Company or warranty that is not so qualified becoming untrue any of their respective Covered Affiliates to comply with or inaccurate satisfy, in any material respect, (ii) the failure by it to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it under hereunder or any event or condition that would otherwise result in the nonfulfillment of any of the conditions to Buyer’s obligations hereunder or (c) any notice or other communication from any Person, alleging that a Governmental Approval or Third Party Approval is or may be required in connection with the consummation of the transactions contemplated by this Agreement; . Buyer shall give prompt written notice to Sellers of (i) the occurrence of any change, event or events or development, that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect, (ii) any failure of Buyer to comply with or satisfy, in any material respect, in any covenant or agreement to be complied with or satisfied by it hereunder or any event or condition that would otherwise result in the nonfulfillment of any of the conditions to Sellers’ obligations hereunder or (iii) any suspension, termination, limitation, modification, change notice or other alteration communication from any Person alleging that the Governmental Approval or Third Party Approval is or may be required in connection with the consummation of the transactions contemplated by this Agreement. Each Party shall promptly notify the other of any agreementAction that shall be instituted or threatened against such Party to restrain, arrangement, business prohibit or other relationship with otherwise challenge the legality of 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 transaction contemplated by 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 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. 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, 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 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.

Advice of Changes. Each of the Company and Parent shall, in each case as applicable and as promptly as reasonably practicable, notify the other: (i) of the occurrence or nonoccurrence of any event which would be likely to cause the failure of any Offer Condition set forth in clauses (b), (c) and (d) of Exhibit A to be satisfied; (ii) of the occurrence of any event which has had or would reasonably be expected to have a Parent Material Adverse Effect; (iii) of any notice or other communication received by such party from any Governmental Entity in connection with the Offer or the Merger or from any Person alleging that the consent of such Person is required in connection with the Offer or the Merger, if the subject matter of such communication or the failure of such party to obtain such consent would reasonably be expected to be material to the Company, the Surviving Corporation or Parent; and (iv) of any action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, inquiry, audit, examination or investigation (A) commenced and served on such party or, (B) to the knowledge of Parent or the Company, as one partyapplicable, and Parent and Merger Sub, together as the second party, shall promptly advise the other party orally and threatened 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 against such party or any of its subsidiaries that, if pending on the accuracy and completeness date of its representations and warranties or the ability this Agreement, would have been required to have been disclosed pursuant to any Section of such party to satisfy the conditions set forth in Article VIIthis Agreement; provided, however, that no such notification or failure to notify 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; Agreement to consummate the Offer 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 satisfyMerger, or change or event would independently result in a failure of a condition set forth in Article VII the remedies available to be satisfiedthe parties hereto.