Common use of Advice of Changes Clause in Contracts

Advice of Changes. The Company and Purchaser shall each give prompt notice to the other party if any of the following occur after the date of this Agreement: (i) receipt of any written notice to the receiving party from any third party alleging that the consent or approval of such third party is or may be required in connection with the Merger and the other transactions contemplated by this Agreement and such consent could (in the good faith determination of such party) reasonably be expected to (A) prevent or delay the consummation of the Mergers or the other transactions contemplated by this Agreement or (B) be material to the Company and its Subsidiaries or the Purchaser and its Subsidiaries (as the case may be), taken as a whole; (ii) receipt of any notice or other communication from any Governmental Entity or the NYSE (or any other securities market) in connection with the Merger and the other transactions contemplated by this Agreement; or (iii) the occurrence of an event which would or would be reasonably likely to (A) have a Company Material Adverse Effect or Purchaser Material Adverse Effect or prevent or delay the consummation of the Mergers or the other transactions contemplated hereby or (B) cause any condition to the Mergers to be unsatisfied; provided, however, that the delivery of any notice pursuant to this Section 5.03 shall not limit or otherwise affect the remedies of the Company or Purchaser available hereunder and no information delivered pursuant to this Section 5.03 shall update any section of the Company Disclosure Schedule or the Purchaser Disclosure Schedule or shall affect the representations or warranties of the parties hereunder.

Advice of Changes. The Company and Purchaser shall each give prompt notice Prior to the Closing, each Party shall advise the other party if in writing with respect to any of the following occur matter arising after the date of this Agreement of which that Party obtains Knowledge and which, if existing or occurring on or prior to the date of this Agreement: , would have been required to be set forth in this Agreement, including any of the Schedules hereto. Seller shall promptly notify Buyer of any fact, event, circumstance or condition that constitutes or results in a breach of any of its representations and warranties in Article IV. Seller may, from time to time prior to the Closing, promptly supplement or amend the Schedules to this Agreement with respect to (a) any matter that existed as of the date of this Agreement and should have been set forth in any of the Schedules hereto and (b) any matter hereafter arising which, if existing as of the date of this Agreement, would have been required to be set forth in any of the Schedules hereto in order to make any representation or warranty set forth in this Agreement true and correct as of such date; provided, however, that, with respect to clause (a) above, any such supplemental or amended disclosure shall not be deemed to have been disclosed as of the date of this Agreement unless expressly consented to in writing by Buyer in Buyer's sale and absolute discretion; and provided further, that, with respect to clause (b) above, any such supplemental or amended disclosure shall be deemed to have been disclosed as of the date of this Agreement other than for purposes of Section 7.1(f) or (g). Buyer shall promptly notify Seller of (i) receipt any breach by Seller of any written notice representation or warranty of Seller, and (ii) any other event, fact, circumstance or condition that would excuse Buyer from the timely performance of its obligations hereunder. In the event that Buyer fails to the receiving party from any third party alleging that the consent or approval so notify Seller within ninety (90) days of such third party is or may information coming to Buyer's attention, then Buyer shall be required in connection with deemed to have irrevocably and unconditionally waived the Merger and the other transactions contemplated by this Agreement and such consent could (in the good faith determination breach of such party) reasonably be expected to (A) prevent or delay the consummation of the Mergers representation and warranty or the other transactions contemplated by this Agreement or (B) be material to the Company and its Subsidiaries or the Purchaser and its Subsidiaries (performance of such obligations, as the case may be), taken as a whole; (ii) receipt of any notice or other communication from any Governmental Entity or the NYSE (or any other securities market) in connection with the Merger and the other transactions contemplated by this Agreement; or (iii) the occurrence of an event which would or would be reasonably likely to (A) have a Company Material Adverse Effect or Purchaser Material Adverse Effect or prevent or delay the consummation of the Mergers or the other transactions contemplated hereby or (B) cause any condition to the Mergers to be unsatisfied; provided, however, that the delivery of any notice pursuant to this Section 5.03 shall not limit or otherwise affect the remedies of the Company or Purchaser available hereunder and no information delivered pursuant to this Section 5.03 shall update any section of the Company Disclosure Schedule or the Purchaser Disclosure Schedule or shall affect the representations or warranties of the parties hereunder.

Advice of Changes. The Company and Purchaser shall each give prompt notice Prior to the other party if any Closing, each of the following occur after Seller and the Buyer will promptly advise the other of (i) any change or the occurrence or nonoccurrence of any event having a Material Adverse Effect on such party or which would be reasonably likely to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect and (ii) any material failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement if such failure is not or cannot be cured within 30 days of discovery. From time to time prior to the Closing, each party will promptly supplement or amend any Schedule delivered in connection with the execution of this Agreement to reflect any matter which, if existing, occurring or known at the date of this Agreement: (i) receipt , would have been required to be set forth or described in such Schedule or which is necessary to correct any information in such Schedule which has been rendered inaccurate thereby. Neither the delivery of any written such notice nor any supplement or amendment to such Schedule shall limit or otherwise affect the remedies available hereunder to the party receiving party from such notice, supplement or amendment nor have any third party alleging that effect for the consent or approval purposes of such third party is or may be required in connection with the Merger and the other transactions contemplated by this Agreement and such consent could (in the good faith determination of such party) reasonably be expected to (A) prevent or delay the consummation determining satisfaction of the Mergers or the other transactions contemplated by this Agreement or (B) be material to the Company and its Subsidiaries or the Purchaser and its Subsidiaries (as the case may be), taken as a whole; (ii) receipt of any notice or other communication from any Governmental Entity or the NYSE (or any other securities market) conditions set forth in connection with the Merger and the other transactions contemplated by this Agreement; or (iii) the occurrence of an event which would or would be reasonably likely to (A) have a Company Material Adverse Effect or Purchaser Material Adverse Effect or prevent or delay the consummation of the Mergers or the other transactions contemplated hereby or (B) cause any condition to the Mergers to be unsatisfied; provided, however, that the delivery election by the party receiving any such notice, amendment or supplement prior to the Closing relating to any representation, warranty, agreement or covenant of the other party to proceed with the Closing shall constitute the irrevocable waiver by such party, as of the Closing, of any notice pursuant claim that such party might otherwise have had against the other party for any damages, satisfaction, compensation, specific performance or other remedy, at law or in equity, arising out of or relating to this Section 5.03 shall not limit any breach, failure or otherwise affect the remedies nonfulfillment of the Company representation, warranty or Purchaser available hereunder and no information delivered pursuant covenant to this Section 5.03 shall update any section of the Company Disclosure Schedule which such notice, amendment or the Purchaser Disclosure Schedule or shall affect the representations or warranties of the parties hereundersupplement relates.

Advice of Changes. The Between the date of this Agreement and Closing, the Company and Purchaser shall each give prompt notice to promptly notify Acquiror in writing if the other party if Company becomes aware of any fact or condition that causes or constitutes a Breach of any of the following occur representations and warranties of the Company as of the date of this Agreement, or if the Company becomes aware of the occurrence after the date of this Agreement: (i) receipt Agreement of any written notice to the receiving party from any third party alleging fact or condition that the consent or approval of such third party is or may be required in connection with the Merger and the other transactions would (except as expressly contemplated by this Agreement and Agreement) cause or constitute a Breach of any such consent could (representation or warranty had such representation or warranty been made as of the time of occurrence or discovery of such fact or condition. If any such fact or condition would require any change in the good faith determination Company Disclosure Schedules if the Company Disclosure Schedules were dated the date of the occurrence or discovery of any such partyfact or condition, the Company will deliver to Acquiror by no later than five (5) Business Days before the Closing, a supplement to the Company Disclosure Schedules specifying such change. During the same period, the Company will promptly notify Acquiror of the occurrence of any Breach of any covenant of the Company in this Agreement or of the occurrence of any event that might reasonably be expected to (A) prevent or delay make the consummation satisfaction of the Mergers conditions in Article 9 impossible or the other transactions contemplated by this Agreement or (B) be material unlikely. Notwithstanding anything contained herein to the Company and its Subsidiaries or the Purchaser and its Subsidiaries (as the case may be)contrary, taken as a whole; (ii) receipt of any notice or other communication from any Governmental Entity or updated Company Disclosure Schedule provided by the NYSE (or any other securities market) in connection with the Merger and the other transactions contemplated by this Agreement; or (iii) the occurrence of an event which would or would be reasonably likely Company to (A) have a Company Material Adverse Effect or Purchaser Material Adverse Effect or prevent or delay the consummation of the Mergers or the other transactions contemplated hereby or (B) cause any condition to the Mergers to be unsatisfied; provided, however, that the delivery of any notice Acquiror pursuant to this Section 5.03 6.8 shall not limit cure, or otherwise affect the remedies of reduce any amount that may be owed by the Company or Purchaser available hereunder and no information delivered to Acquiror pursuant to this Section 5.03 shall update Article 10 resulting from, any section of Breach by the Company Disclosure Schedule of any of its representations, warranties or the Purchaser Disclosure Schedule or shall affect the representations or warranties of the parties hereundercovenants contained in this Agreement.

Advice of Changes. The Company and Purchaser Each Party shall each give prompt notice promptly advise the other Party of any change or event having a Material Adverse Effect on it or its ability to perform its obligations under this Agreement or which it believes would or may be reasonably likely to cause or constitute a material breach of any of its representations, warranties or covenants contained herein or to preclude the satisfaction of one or more of the conditions set forth in Article VI. From time EXECUTION VERSION to time prior to the other party Closing Date, Eldorado will promptly supplement or amend the Disclosure Schedules to reflect any matter which, if any of the following occur after existing, occurring or known at the date of this Agreement: , would have been required to be set forth or described in such Disclosure Schedules, or which is necessary to correct any information in such Disclosure Schedules which has been rendered inaccurate thereby (each notice furnishing such information being called a "Disclosure Supplement"); PROVIDED, HOWEVER, that any such Disclosure Supplement which reports events, developments or changes that have occurred subsequent to the date hereof shall not constitute a breach of any representations and warranties of Eldorado but also shall not have any effect for the purpose of determining the accuracy of any representation or warranty when made, for determining satisfaction of the conditions set forth in Article VI, or for determining the compliance by Eldorado with any other provision of this Agreement; PROVIDED FURTHER, that (a) except as provided in the immediately following sentence, unless CSBI notifies Eldorado that CSBI elects to terminate this Agreement pursuant to Section 7.3.1 or Section 7.3.3 on the basis of the events or conditions disclosed in such Disclosure Supplement within twenty (20) Business Days after the date of CSBI's receipt thereof (the "Notification Date"), CSBI shall thereafter be deemed to have waived any right of termination attributable solely to such events or conditions, but (b) for purposes of determining the satisfaction of the condition set forth in Section 6.2.2, no such waiver shall exist (i) receipt of any written notice with respect to the receiving party from any third party alleging that the consent or approval cumulation of such third party events or conditions with other events or conditions requiring disclosure under the same representation or warranty and described in any subsequent Disclosure Supplement or otherwise discovered by CSBI or (ii) if there is a further material adverse development in the event or condition so disclosed. Notwithstanding the foregoing clause (a) if, in the reasonable opinion of CSBI, the information provided in such Disclosure Supplement is insufficient for CSBI to evaluate fully whether the identified event or condition constitutes or contributes to a failure of the condition to closing set forth in section 6.2.1, then with respect to such event or condition, the Notification Date may be required in connection with extended, at the Merger and election of CSBI, until such date as CSBI has received from Eldorado sufficient information to make the other transactions evaluation contemplated by this Agreement and such consent could (in sentence. In order to so extend the good faith determination Notification Date, CSBI must provide Eldorado with written notice of such partyextension not later than the initial Notification Date, which notice shall (x) reasonably be expected specify each event or condition as to which the extension is being made, and (Ay) prevent set forth in reasonable detail the information that CSBI requires in order to make the evaluation of each such event or delay the consummation of the Mergers or the other transactions condition as contemplated by this Agreement or (B) be material to the Company and its Subsidiaries or the Purchaser and its Subsidiaries (as the case may be), taken as a whole; (ii) receipt of any notice or other communication from any Governmental Entity or the NYSE (or any other securities market) in connection with the Merger and the other transactions contemplated by this Agreement; or (iii) the occurrence of an event which would or would be reasonably likely to (A) have a Company Material Adverse Effect or Purchaser Material Adverse Effect or prevent or delay the consummation of the Mergers or the other transactions contemplated hereby or (B) cause any condition to the Mergers to be unsatisfied; provided, however, that the delivery of any notice pursuant to this Section 5.03 shall not limit or otherwise affect the remedies of the Company or Purchaser available hereunder and no information delivered pursuant to this Section 5.03 shall update any section of the Company Disclosure Schedule or the Purchaser Disclosure Schedule or shall affect the representations or warranties of the parties hereunderimmediately preceding sentence.

Advice of Changes. The Parent and the Company and Purchaser shall each promptly advise the other Party of any change or event having, or which could be reasonably expected to have, a Material Adverse Effect on it or which it believes would, or which could reasonably be expected to, cause or constitute a material breach of any of its representations, warranties or covenants contained herein; provided that a failure to comply with this Section 6.11 shall not constitute the failure of any condition set forth in Article VII to be satisfied, or give prompt notice rise to any right of termination under Section 8.01(d) or (e), unless the underlying Material Adverse Effect or material breach would independently result in the failure of a condition set forth in Article VII to be satisfied or the right to terminate this Agreement under Section 8.01(d) or (e), as the case may be. From time to time prior to the other party Effective Time (and on a date prior to the Closing Date mutually agreed to by the Parties), each of Parent and the Company will supplement or amend its Disclosure Schedules delivered in connection with the execution of this Agreement to reflect any matter which, if any of the following occur after existing, occurring or known at the date of this Agreement: (i) receipt , would have been required to be set forth or described in such Disclosure Schedules or which is necessary to correct any information in such Disclosure Schedules which has been rendered materially inaccurate thereby. No supplement or amendment to such Disclosure Schedules shall have any effect for the purpose of any written notice to determining the receiving party from any third party alleging that the consent or approval of such third party is or may be required in connection with the Merger and the other transactions contemplated by this Agreement and such consent could (in the good faith determination of such party) reasonably be expected to (A) prevent or delay the consummation accuracy of the Mergers or the other transactions contemplated by this Agreement or (B) be material to representations and warranties of the Company and its Subsidiaries Parent contained in Article V in order to determine the fulfillment of the conditions set forth in Sections 7.02(a) or 7.03(a) hereof, respectively, or the Purchaser and its Subsidiaries (as the case may be), taken as a whole; (ii) receipt of any notice or other communication from any Governmental Entity or the NYSE (or any other securities market) in connection with the Merger and the other transactions contemplated compliance by this Agreement; or (iii) the occurrence of an event which would or would be reasonably likely to (A) have a Company Material Adverse Effect or Purchaser Material Adverse Effect or prevent or delay the consummation of the Mergers or the other transactions contemplated hereby or (B) cause any condition to the Mergers to be unsatisfied; provided, however, that the delivery of any notice pursuant to this Section 5.03 shall not limit or otherwise affect the remedies of the Company or Purchaser available hereunder and no information delivered pursuant to this Section 5.03 shall update any section of the Company Disclosure Schedule or the Purchaser Disclosure Schedule or shall affect the representations or warranties of the parties hereunderParent with their respective covenants and agreements contained herein.

Advice of Changes. (a) The Company and Purchaser shall each give prompt notice to the other party if any promptly advise Parent in writing of the following occur after the date of this Agreement: (i) receipt any event occurring subsequent to the Agreement Date that would render any representation or warranty of the Company contained in Article V to be untrue or inaccurate such that the condition set forth in paragraph (d)(ii) of Annex I would not be satisfied; (ii) any material breach of any written notice covenant or obligation of the Company pursuant to the receiving party from this Agreement or any third party alleging Company Ancillary Agreement such that the consent condition set forth in paragraph (d)(iii) of Annex I would not be satisfied; (iii) any Material Adverse Effect on the Company; or approval of such third party is (iv) any change, event, circumstance, condition or may be required in connection with the Merger and the other transactions contemplated by this Agreement and such consent could (in the good faith determination of such party) effect that would reasonably be expected to (A) prevent result in a Material Adverse Effect on the Company or delay the consummation cause any of the Mergers conditions set forth in Section 8.1 not to be satisfied. Notwithstanding the foregoing, the Company shall have the right to update the Company Disclosure Schedule through the Merger Closing Date in its sole discretion to reflect events, facts or information occurring following the other transactions contemplated by this Agreement or (B) be material Date, and any such updates to the Company Disclosure Schedule shall automatically be deemed to amend and its Subsidiaries or update the Purchaser disclosures therein as if such update were originally included in the Company Disclosure Schedule, and its Subsidiaries (as the case may be), taken as any such updates shall not constitute a whole; (ii) receipt breach of any notice representation or other communication from any Governmental Entity or the NYSE (or any other securities market) warranty contained in connection with the Merger and the other transactions contemplated by this Agreement; or (iii) the occurrence of an event which would or would be reasonably likely to (A) have a Company Material Adverse Effect or Purchaser Material Adverse Effect or prevent or delay the consummation of the Mergers or the other transactions contemplated hereby or (B) cause any condition to the Mergers to be unsatisfiedArticle V hereof; provided, however, that the delivery of any notice pursuant to this Section 5.03 such updates shall not limit or otherwise affect be deemed to amend and update the remedies of the Company or Purchaser available hereunder and no information delivered pursuant to this Section 5.03 shall update any section of disclosures in the Company Disclosure Schedule or the Purchaser Disclosure Schedule or Schedule, and such updates shall affect be deemed to constitute a breach of the representations or and warranties contained in Article V hereof, for purposes of determining whether the parties hereundercondition set forth in paragraph (d)(ii) of Annex I has been satisfied.

Advice of Changes. The Company Professionals Group and Purchaser PPTF shall each give prompt notice to the other party if any as soon as practicable after it has actual knowledge of the following occur after the date of this Agreement: (i) receipt the occurrence, or failure to occur, of any written notice to the receiving party from any third party alleging that the consent or approval of such third party is or may be required in connection with the Merger and the other transactions contemplated by this Agreement and such consent could (in the good faith determination of such party) reasonably be expected to (A) prevent or delay the consummation of the Mergers or the other transactions contemplated by this Agreement or (B) be material to the Company and its Subsidiaries or the Purchaser and its Subsidiaries (as the case may be), taken as a whole; (ii) receipt of any notice or other communication from any Governmental Entity or the NYSE (or any other securities market) in connection with the Merger and the other transactions contemplated by this Agreement; or (iii) the occurrence of an event which would or would be reasonably likely to (A) have a Company Material Adverse Effect or Purchaser Material Adverse Effect or prevent or delay the consummation of the Mergers or the other transactions contemplated hereby or (B) cause any condition to the Mergers to be unsatisfied; provided, however, that the delivery of any notice pursuant to this Section 5.03 shall not limit or otherwise affect the remedies of the Company or Purchaser available hereunder and no information delivered pursuant to this Section 5.03 shall update any section of the Company Disclosure Schedule or the Purchaser Disclosure Schedule or shall affect the party's representations or warranties contained in this Agreement to be untrue or incorrect in any material respect at any time from the date of this Agreement to the INSCX Xxxective Time, or (ii) any failure on its part or on the part of any of its or its Subsidiaries' officers, directors, employees, representatives or agents (other than persons or entities who are such employees, representatives or agents only because they are appointed insurance agents of such parties) to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by such party under this Agreement. Each party shall have the right to deliver to the other party a written disclosure schedule as to any matter of which it becomes aware following execution of this Agreement which would constitute a breach of any representation, warranty or covenant of this Agreement by such party, identifying on such disclosure schedule the representation, warranty or covenant which would be so breached, provided that each such disclosure schedule shall be delivered as soon as practicable after such party becomes aware of the matter disclosed therein. The nondisclosing party shall have five (5) business days from receipt of such disclosure schedule to notify the disclosing party that (x) it will close notwithstanding the new disclosure, (y) it will not close based on such new disclosure, or (z) further investigation or negotiation is required for it to reach a determination whether or not to close based on such new disclosure. If the parties hereunderthereafter are unable to reach agreement on a mutually satisfactory means of resolving the matter so disclosed, the nondisclosing party shall have the right in its discretion, to terminate this Agreement pursuant to Section 8 of this Agreement. Professionals Group shall update the Professionals Group Disclosure Schedule (the "Closing Date Professionals Group Disclosure Schedule") to a date that is no earlier than ten (10) business days prior to the Closing Date and no later than seven (7) business days prior to the Closing Date and shall deliver the Closing Date Professionals Group Disclosure Schedule to PPTF no earlier than six (6) business days prior to the Closing Date. PPTF shall update the PPTF Disclosure Schedule (the "Closing Date PPTF Disclosure Schedule") to a date that is no earlier than ten (10) business days prior to the Closing Date and no later than seven (7) business days prior to the Closing Date and shall deliver the Closing Date PPTF Disclosure Schedule to Professionals Group no earlier than six (6) business days prior to the Closing Date.

Advice of Changes. The Company Mercer and Purchaser Buyer shall each give prompt notice to the other party if any as soon as practicable after it has actual knowledge of (a) the following occur after the date of this Agreement: (i) receipt occurrence, or failure to occur, of any written notice to the receiving party from any third party alleging that the consent or approval of such third party is or may be required in connection with the Merger and the other transactions contemplated by this Agreement and such consent could (in the good faith determination of such party) reasonably be expected to (A) prevent or delay the consummation of the Mergers or the other transactions contemplated by this Agreement or (B) be material to the Company and its Subsidiaries or the Purchaser and its Subsidiaries (as the case may be), taken as a whole; (ii) receipt of any notice or other communication from any Governmental Entity or the NYSE (or any other securities market) in connection with the Merger and the other transactions contemplated by this Agreement; or (iii) the occurrence of an event which would or would be reasonably likely to cause any party’s representations or warranties contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Closing Date, (Ab) any failure on its part or on the part of any of its or its Subsidiaries’ officers, directors, employees, representatives or agents (other than persons or entities who are such employees, representatives or agents only because they are appointed insurance agents of such parties) to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by such party under this Agreement, or (c) any change, event or effect which would, individually or in the aggregate, have a Company Material Adverse Effect Effect. Between the date of this Agreement and the Closing Date, Mercer will use commercially reasonable efforts to promptly correct and supplement the information set forth in the Mercer Disclosure Schedule in order to cause such Mercer Disclosure Schedule to remain correct and complete in all material respects. Xxxxxx’x delivery to Buyer of any corrections or Purchaser Material Adverse Effect supplements will, without further notice or prevent action on the part of Mercer or delay the consummation of the Mergers or the other transactions contemplated hereby or (B) cause any condition Buyer, immediately and automatically constitute an amendment to the Mergers Mercer Disclosure Schedule to be unsatisfiedwhich such corrections and supplements relate; provided, however, that solely for purposes of determining whether the delivery of any notice condition to Closing set forth in Section 6.3(a) has been satisfied, or whether Buyer has the right to terminate this Agreement pursuant to this Section 5.03 Sections 7.2(d), any such amendment to the Mercer Disclosure Schedule will be disregarded. Mercer shall not limit or otherwise affect update the remedies of Mercer Disclosure Schedule (the Company or Purchaser available hereunder “Closing Date Mercer Disclosure Schedule”) to a date that is no earlier than ten (10) Business Days prior to the Closing Date and no information delivered pursuant later than seven (7) Business Days prior to this Section 5.03 the Closing Date and shall update any section of deliver the Company Closing Date Mercer Disclosure Schedule or to Buyer not less than three (3) Business Days prior to the Purchaser Disclosure Schedule or shall affect the representations or warranties of the parties hereunderClosing Date.

Advice of Changes. The Parent and the Company and Purchaser shall each promptly advise the ----------------- other Party of any change or event having, or which could be reasonably expected to have, a Material Adverse Effect on it or which it believes would, or which could reasonably be expected to, cause or constitute a material breach of any of its representations, warranties or covenants contained herein; provided that a failure to comply with this Section 6.11 shall not constitute the failure of any condition set forth in Article VII to be satisfied, or give prompt notice rise to any right of termination under Section 8.01(d) or (e), unless the underlying Material Adverse Effect or material breach would independently result in the failure of a condition set forth in Article VII to be satisfied or the right to terminate this Agreement under Section 8.01(d) or (e), as the case may be. From time to time prior to the Effective Time (and on a date prior to the Closing Date mutually agreed to by the Parties), each of Parent and the Company will supplement or amend its Disclosure Schedules (other party if any than those referred to in Section 6.17, which may not be modified without the prior written consent of the following occur after other Party hereto) delivered in connection with the execution of this Agreement to reflect any matter which, if existing, occurring or known at the date of this Agreement: (i) receipt , would have been required to be set forth or described in such Disclosure Schedules or which is necessary to correct any information in such Disclosure Schedules which has been rendered materially inaccurate thereby. No supplement or amendment to such Disclosure Schedules shall have any effect for the purpose of any written notice to determining the receiving party from any third party alleging that the consent or approval of such third party is or may be required in connection with the Merger and the other transactions contemplated by this Agreement and such consent could (in the good faith determination of such party) reasonably be expected to (A) prevent or delay the consummation accuracy of the Mergers or the other transactions contemplated by this Agreement or (B) be material to representations and warranties of the Company and its Subsidiaries Parent contained in Article V in order to determine the fulfillment of the conditions set forth in Sections 7.02(a) or 7.03(a) hereof, respectively, or the Purchaser and its Subsidiaries (as the case may be), taken as a whole; (ii) receipt of any notice or other communication from any Governmental Entity or the NYSE (or any other securities market) in connection with the Merger and the other transactions contemplated compliance by this Agreement; or (iii) the occurrence of an event which would or would be reasonably likely to (A) have a Company Material Adverse Effect or Purchaser Material Adverse Effect or prevent or delay the consummation of the Mergers or the other transactions contemplated hereby or (B) cause any condition to the Mergers to be unsatisfied; provided, however, that the delivery of any notice pursuant to this Section 5.03 shall not limit or otherwise affect the remedies of the Company or Purchaser available hereunder and no information delivered pursuant to this Section 5.03 shall update any section of the Company Disclosure Schedule or the Purchaser Disclosure Schedule or shall affect the representations or warranties of the parties hereunderParent with their respective covenants and agreements contained herein.

Advice of Changes. The Company (a) PICM and Purchaser MAI shall each give prompt notice to the other party if any as soon as practicable after it has actual knowledge of the following occur after the date of this Agreement: (i) receipt the occurrence, or failure to occur, of any written notice to the receiving party from any third party alleging that the consent or approval of such third party is or may be required in connection with the Merger and the other transactions contemplated by this Agreement and such consent could (in the good faith determination of such party) reasonably be expected to (A) prevent or delay the consummation of the Mergers or the other transactions contemplated by this Agreement or (B) be material to the Company and its Subsidiaries or the Purchaser and its Subsidiaries (as the case may be), taken as a whole; (ii) receipt of any notice or other communication from any Governmental Entity or the NYSE (or any other securities market) in connection with the Merger and the other transactions contemplated by this Agreement; or (iii) the occurrence of an event which would or would be reasonably likely to (A) have a Company Material Adverse Effect or Purchaser Material Adverse Effect or prevent or delay the consummation of the Mergers or the other transactions contemplated hereby or (B) cause any condition to the Mergers to be unsatisfied; provided, however, that the delivery of any notice pursuant to this Section 5.03 shall not limit or otherwise affect the remedies of the Company or Purchaser available hereunder and no information delivered pursuant to this Section 5.03 shall update any section of the Company Disclosure Schedule or the Purchaser Disclosure Schedule or shall affect the party's representations or warranties contained in this Agreement to be untrue or incorrect in any material respect at any time from the date of this Agreement to the Closing Date, or (ii) any failure on its part or on the part of any of its or its Subsidiaries' officers, directors, employees, representatives or agents (other than persons or entities who are such employees, representatives or agents only because they are appointed insurance agents of such parties) to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by such party under this Agreement. Each party shall have the right to deliver to the other party a written disclosure schedule as to any matter of which it becomes aware following execution of this Agreement which would constitute a breach of any representation, warranty or covenant of this Agreement by such party, identifying on such disclosure schedule the representation, warranty or covenant which would be so breached, provided that each such disclosure schedule shall be delivered as soon as practicable after such party becomes aware of the matter disclosed therein. The nondisclosing party shall have five (5) business days from receipt of such disclosure schedule to notify the disclosing party that (x) it will close notwithstanding the new disclosure, or (y) it will not close based on such new disclosure, or (z) further investigation or negotiation is required for it to reach a determination whether or not to close based on such new disclosure. If the parties hereunderthereafter are unable to reach agreement on a mutually satisfactory means of resolving the matter so disclosed, the nondisclosing party shall have the right in its discretion, to terminate this Agreement pursuant to Section 10.1(b) of this Agreement.

Advice of Changes. The Company Between the date of this Agreement and Purchaser shall each give prompt notice the Closing Date or the earlier termination of this Agreement pursuant to ARTICLE VIII, the other party if Seller will promptly notify the Buyer in writing of any fact that, had the fact had existed or actually been known by the persons identified in the definition of Knowledge of the following occur after Seller as the date of this Agreement: , would have been required to be set forth in this Agreement or disclosed pursuant to this Agreement or which would materially affect or change any of the information set forth in the Disclosure Schedules. If any such fact requires any change to the Disclosure Schedules, then within three Business Days of becoming aware of the fact (i) receipt but in any event prior to the Closing Date), the Seller shall deliver to the Buyer a supplement to the Disclosure Schedules specifying such change; provided, that any such supplement shall not be taken into account for purposes of determining whether the condition contained in Section 7.1 has been satisfied; and provided further, that if any supplement to the Disclosure Schedules reflects any state of facts, change, occurrence or event that would result in the failure of the condition precedent set forth in Section 7.1, the Buyer may, in accordance with Section 8.1(b), cause this Agreement to be terminated by giving written notice to the receiving party from any third party alleging that Seller. Neither the consent or approval termination of such third party is or may be required in connection with the Merger and the other transactions contemplated by this Agreement and such consent could (in the good faith determination of such party) reasonably be expected to (A) prevent or delay the consummation of the Mergers or the other transactions contemplated by this Agreement or (B) be material to the Company and its Subsidiaries or the Purchaser and its Subsidiaries (as the case may be), taken as a whole; (ii) receipt of any notice or other communication from any Governmental Entity or the NYSE (or any other securities market) in connection with the Merger and the other transactions contemplated by this Agreement; or (iii) the occurrence of an event which would or would be reasonably likely to (A) have a Company Material Adverse Effect or Purchaser Material Adverse Effect or prevent or delay the consummation of the Mergers or the other transactions contemplated hereby or (B) cause any condition to the Mergers to be unsatisfied; provided, however, that the delivery of any notice Buyer pursuant to Section 8.1(b) nor Buyer’s election to proceed to Closing notwithstanding a disclosure under this Section 5.03 shall not limit or otherwise affect the remedies of the Company or Purchaser available hereunder and no information delivered pursuant to this Section 5.03 shall update any section of the Company Disclosure Schedule or the Purchaser Disclosure Schedule or 5.17 shall affect the Buyer’s rights and remedies with respect to any breach of representations or warranties arising from the matters disclosed under this Section 5.17; provided that if a representation and warranty was true at the time this Agreement was executed but becomes untrue at or prior to the Closing Date as the result of an occurrence which is outside of the parties hereunderSeller’s reasonable control and the Buyer elects to terminate this Agreement, Buyer may not also seek indemnification from Seller for breach of such representation and warranty.

Advice of Changes. The Company From and Purchaser after the date hereof, up to and including the Closing Date, each of Buyer, Seller and the Owners shall each give prompt notice promptly notify the other parties in writing of any event occurring subsequent to the other date of this Agreement of which the notifying party if becomes aware which would render any of its representations and warranties herein, if made on or as of the following occur after date of such event or as of the Closing Date, untrue or inaccurate. Such notification may take the form of a supplement (the "SUPPLEMENTARY SCHEDULES") to the Schedules that are being delivered by such party as of the date of this Agreement: (i) receipt of any written notice to the receiving party from any third party alleging that the consent or approval of such third party is or may be required in connection with the Merger and the other transactions contemplated by this Agreement and such consent could (in the good faith determination of such party) reasonably be expected to (A) prevent or delay the consummation of the Mergers or the other transactions contemplated by this Agreement or (B) be material to the Company and its Subsidiaries or the Purchaser and its Subsidiaries (as the case may be), taken as a whole; (ii) receipt of any notice or other communication from any Governmental Entity or the NYSE (or any other securities market) in connection with the Merger and the other transactions contemplated by this Agreement; or (iii) the occurrence of an event which would or would be reasonably likely to (A) have a Company Material Adverse Effect or Purchaser Material Adverse Effect or prevent or delay the consummation of the Mergers or the other transactions contemplated hereby or (B) cause any condition to the Mergers to be unsatisfied; provided, however, that in no event shall any information disclosed on the delivery Supplementary Schedules be given effect for the purpose of satisfying the Condition to Closing set forth in Section 8.01(a) that "all representations and warranties of Seller and the Owners contained in this Agreement or in any certificate to Buyer pursuant hereto shall be accurate, complete, true and correct as of the Closing Date with the same effect as though made at and as of the Closing Date"; provided, further, however, that any information disclosed in Supplementary Schedules and referenced in a certificate shall be deemed to modify the certificate or schedule as of the date such Supplementary Schedule is delivered to Buyer in determining whether a representation or warranty has been breached as of a particular date for purposes of indemnity under Section 9.12(a) or 9.13(a). Seller and Owners shall promptly notify Buyer of the occurrence of any notice pursuant event, condition, or state of facts of which the notifying party becomes aware which is reasonably likely to this Section 5.03 shall not limit have a material adverse impact on the business, operations or otherwise affect the remedies assets of the Company or Purchaser available hereunder and no information delivered pursuant to this Section 5.03 shall update any section of the Company Disclosure Schedule or the Purchaser Disclosure Schedule or shall affect the representations or warranties of the parties hereunderCompany.

Advice of Changes. The Company and Purchaser shall each give prompt notice Prior to the Closing, each Party shall advise the other party if in writing with respect to any of the following occur matter arising after the date of this Agreement: (i) receipt Agreement of any written notice which that Party obtains knowledge and which, if existing or occurring on or prior to the receiving party date of this Agreement, would have been required to be set forth in this Agreement, including any of the Schedules hereto. Seller and Employer, as applicable, shall, from time to time prior to the Closing, promptly supplement or amend the Schedules to this Agreement with respect to (a) any third party alleging matter that existed as of the consent or approval date of such third party is or may be required in connection with the Merger and the other transactions contemplated by this Agreement and such consent could should have been set forth in any of the Schedules hereto and (b) any matter hereafter arising which, if existing as of the date of this Agreement, would have been required to be set forth in any of the good faith determination Schedules hereto in order to make any representation or warranty set forth in this Agreement true and correct as of such party) reasonably be expected to (A) prevent or delay the consummation of the Mergers or the other transactions contemplated by this Agreement or (B) be material to the Company and its Subsidiaries or the Purchaser and its Subsidiaries (as the case may be), taken as a whole; (ii) receipt of any notice or other communication from any Governmental Entity or the NYSE (or any other securities market) in connection with the Merger and the other transactions contemplated by this Agreement; or (iii) the occurrence of an event which would or would be reasonably likely to (A) have a Company Material Adverse Effect or Purchaser Material Adverse Effect or prevent or delay the consummation of the Mergers or the other transactions contemplated hereby or (B) cause any condition to the Mergers to be unsatisfieddate; provided, however, that, with respect to clause (a) above, any such supplemental or amended disclosure shall not be deemed to have been disclosed as of the date of this Agreement unless expressly consented to in writing by Buyer; and provided further, that, with respect to clause (b) above, unless expressly consented to in writing by Buyer, any such supplemental or amended disclosure shall, for purposes of this Agreement, not be deemed to have been disclosed as of the date of this Agreement until such time, if ever, that the delivery Closing occurs, at which point such supplemental or amended disclosure shall, for purposes of this Agreement, be deemed disclosed as of the date of this Agreement. Buyer shall, promptly upon acquiring knowledge thereof, notify Seller of (i) any breach by Seller or Employer of any notice pursuant representation or warranty of Seller or Employer, or (ii) any other event, fact, condition or circumstance that would excuse Buyer from the timely performance of its obligations hereunder, if any such information comes to this Section 5.03 shall not limit or otherwise affect Buyer’s attention prior to the remedies of the Company or Purchaser available hereunder and no information delivered pursuant to this Section 5.03 shall update any section of the Company Disclosure Schedule or the Purchaser Disclosure Schedule or shall affect the representations or warranties of the parties hereunderClosing.

Advice of Changes. The Company FIG and Purchaser APAA Group shall each give prompt notice to the other party if any as soon as practicable after it has actual knowledge of the following occur after the date of this Agreement: (i) receipt the occurrence, or failure to occur, of any written notice to the receiving party from any third party alleging that the consent or approval of such third party is or may be required in connection with the Merger and the other transactions contemplated by this Agreement and such consent could (in the good faith determination of such party) reasonably be expected to (A) prevent or delay the consummation of the Mergers or the other transactions contemplated by this Agreement or (B) be material to the Company and its Subsidiaries or the Purchaser and its Subsidiaries (as the case may be), taken as a whole; (ii) receipt of any notice or other communication from any Governmental Entity or the NYSE (or any other securities market) in connection with the Merger and the other transactions contemplated by this Agreement; or (iii) the occurrence of an event which would or would be likely to cause any party's representations or warranties contained in this Agreement to be untrue or incorrect in any material respect at any time from the date of this Agreement to the Effective Time, or (ii) any failure on its part or on the part of any of its or its Subsidiaries' officers, directors, employees, representatives or agents (other than persons or entities who are such employees, representatives or agents only because they are appointed insurance agents of such parties) to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by such party under this Agreement. Each party shall have the right to deliver to the other party a written disclosure schedule as to any matter of which it becomes aware following execution of this Agreement which would constitute a breach of any representation, warranty or covenant of this Agreement by such party, identifying on such disclosure schedule the representation, warranty or covenant which would be so breached, provided that each such disclosure schedule shall be delivered as soon as practicable after such party becomes aware of the matter disclosed therein. If and only if any such new disclosure schedule discloses a matter which has or is reasonably likely to (A) have a Company Material Adverse Effect or Purchaser Material Adverse Effect or prevent or delay on the consummation disclosing party, the nondisclosing party shall have five (5) business days from receipt of such disclosure schedule to notify the Mergers or disclosing party that (x) it will close notwithstanding the other transactions contemplated hereby new disclosure, (y) it will not close based on such new disclosure, or (Bz) cause further investigation or negotiation is required for it to reach a determination whether or not to close based on such new disclosure, which determination shall in any condition event be made within fifteen (15) business days after delivery of such disclosure schedule. If the parties thereafter are unable to reach agreement on a mutually satisfactory means of resolving the matter so disclosed, the nondisclosing party shall have the right in its discretion, to terminate this Agreement pursuant to Article 8 of this Agreement. FIG shall update the FIG Disclosure Schedule (the "Closing Date FIG Disclosure Schedule") to a date that is no earlier than ten (10) business days prior to the Mergers to be unsatisfied; provided, however, that the delivery of any notice pursuant to this Section 5.03 shall not limit or otherwise affect the remedies of the Company or Purchaser available hereunder Closing Date and no information delivered pursuant later than seven (7) business days prior to this Section 5.03 the Closing Date and shall deliver the Closing Date FIG Disclosure Schedule to APAA Group no earlier than six (6) business days prior to the Closing Date. APAA Group shall update any section of the Company APAA Group Disclosure Schedule or (the Purchaser "Closing Date APAA Group Disclosure Schedule") to a date that is no earlier than ten (10) business days prior to the Closing Date and no later than seven (7) business days prior to the Closing Date and shall deliver the Closing Date APAA Group Disclosure Schedule or shall affect to FIG no earlier than six (6) business days prior to the representations or warranties of the parties hereunderClosing Date.

Advice of Changes. The Company and Purchaser shall each give prompt notice Prior to the Closing, each Party shall advise the other party if in writing with respect to any of the following occur matter arising after the date of this Agreement of which that Party obtains Knowledge and which, if existing or occurring on or prior to the date of this Agreement: , would have been required to be set forth in this Agreement, including any of the Schedules hereto. Seller shall promptly notify Buyer of any fact, event, circumstance or condition that constitutes or results in a breach of any of its representations and warranties in Article IV. Seller may, from time to time prior to the Closing, promptly supplement or amend the Schedules to this Agreement with respect to (a) any matter that existed as of the date of this Agreement and should have been set forth in any of the Schedules hereto and (b) any matter hereafter arising which, if existing as of the date of this Agreement, would have been required to be set forth in any of the Schedules hereto in order to make any representation or warranty set forth in this Agreement true and correct as of such date; provided, however, that, with respect to clause (a) above, any such supplemental or amended disclosure shall not be deemed to have been disclosed as of the date of this Agreement unless expressly consented to in writing by Buyer in Buyer’s sole and absolute discretion; and provided further, that, with respect to clause (b) above, any such supplemental or amended disclosure shall be deemed to have been disclosed as of the date of this Agreement other than for purposes of Section 7.1(f) or (g). Buyer shall promptly notify Seller of (i) receipt any breach by Seller of any written notice representation or warranty of Seller, and (ii) any other event, fact, circumstance or condition that would excuse Buyer from the timely performance of its obligations hereunder. In the event that Buyer fails to the receiving party from any third party alleging that the consent or approval so notify Seller within ninety (90) days of such third party is or may information coming to Buyer’s attention, then Buyer shall be required in connection with deemed to have irrevocably and unconditionally waived the Merger and the other transactions contemplated by this Agreement and such consent could (in the good faith determination breach of such party) reasonably be expected to (A) prevent or delay the consummation of the Mergers representation and warranty or the other transactions contemplated by this Agreement or (B) be material to the Company and its Subsidiaries or the Purchaser and its Subsidiaries (performance of such obligations, as the case may be), taken as a whole; (ii) receipt of any notice or other communication from any Governmental Entity or the NYSE (or any other securities market) in connection with the Merger and the other transactions contemplated by this Agreement; or (iii) the occurrence of an event which would or would be reasonably likely to (A) have a Company Material Adverse Effect or Purchaser Material Adverse Effect or prevent or delay the consummation of the Mergers or the other transactions contemplated hereby or (B) cause any condition to the Mergers to be unsatisfied; provided, however, that the delivery of any notice pursuant to this Section 5.03 shall not limit or otherwise affect the remedies of the Company or Purchaser available hereunder and no information delivered pursuant to this Section 5.03 shall update any section of the Company Disclosure Schedule or the Purchaser Disclosure Schedule or shall affect the representations or warranties of the parties hereunder.

Advice of Changes. The Company and Purchaser Each Party shall each give prompt notice promptly advise the other Party of any change or event having a Material Adverse Effect on it or its ability to perform its obligations under this Agreement or which it believes would or may be reasonably likely to cause or constitute a material breach of any of its representations, warranties or covenants contained herein or to preclude the satisfaction of one or more of the conditions set forth in Article VI. From time to time prior to the other party Closing Date, Eldorado will promptly supplement or amend the Disclosure Schedules to reflect any matter which, if any of the following occur after existing, occurring or known at the date of this Agreement: (i) receipt of any written notice to the receiving party from any third party alleging that the consent or approval of such third party is or may be , would have been required in connection with the Merger and the other transactions contemplated by this Agreement and such consent could (in the good faith determination of such party) reasonably be expected to (A) prevent or delay the consummation of the Mergers or the other transactions contemplated by this Agreement or (B) be material to the Company and its Subsidiaries or the Purchaser and its Subsidiaries (as the case may be), taken as a whole; (ii) receipt of any notice or other communication from any Governmental Entity or the NYSE (or any other securities market) in connection with the Merger and the other transactions contemplated by this Agreement; or (iii) the occurrence of an event which would or would be reasonably likely to (A) have a Company Material Adverse Effect or Purchaser Material Adverse Effect or prevent or delay the consummation of the Mergers or the other transactions contemplated hereby or (B) cause any condition to the Mergers to be unsatisfiedset forth or described in such Disclosure Schedules, or which is necessary to correct any information in such Disclosure Schedules which has been rendered inaccurate thereby (each notice furnishing such information being called a "Disclosure Supplement"); provided, however, that any such Disclosure Supplement which reports events, developments or changes that have occurred subsequent to the delivery date hereof shall not constitute a breach of any notice representations and warranties of Eldorado but also shall not have any effect for the purpose of determining the accuracy of any representation or warranty when made, for determining satisfaction of the conditions set forth in Article VI, or for determining the compliance by Eldorado with any other provision of this Agreement; provided further, that (a) except as provided in the immediately following sentence, unless CSBI notifies Eldorado that CSBI elects to terminate this Agreement pursuant to this Section 5.03 7.3.1 or Section 7.3.3 on the basis of the events or conditions disclosed in such Disclosure Supplement within twenty (20) Business Days after the date of CSBI's receipt thereof (the "Notification Date"), CSBI shall not limit thereafter be deemed to have waived any right of termination attributable solely to such events or conditions, but (b) for purposes of determining the satisfaction of the condition set forth in Section 6.2.2, no such waiver shall exist (i) with respect to the cumulation of such events or conditions with other events or conditions requiring disclosure under the same representation or warranty and described in any subsequent Disclosure Supplement or otherwise affect discovered by CSBI or (ii) if there is a further material adverse development in the remedies event or condition so disclosed. Notwithstanding the foregoing clause (a) if, in the reasonable opinion of CSBI, the information provided in such Disclosure Supplement is insufficient for CSBI to evaluate fully whether the identified event or condition constitutes or contributes to a failure of the Company condition to closing set forth in section 6.2.1, then with respect to such event or Purchaser available hereunder condition, the Notification Date may be extended, at the election of CSBI, until such date as CSBI has received from Eldorado sufficient information to make the evaluation contemplated by this sentence. In order to so extend the Notification Date, CSBI must provide Eldorado with written notice of such extension not later than the initial Notification Date, which notice shall (x) specify each event or condition as to which the extension is being made, and no information delivered pursuant to this Section 5.03 shall update any section of (y) set forth in reasonable detail the Company Disclosure Schedule or the Purchaser Disclosure Schedule or shall affect the representations or warranties of the parties hereunder.information

Advice of Changes. The Company and Purchaser shall each give prompt notice promptly advise Buyer in writing of (a) any event occurring subsequent to the other party if Agreement Date that would render any representation or warranty of the following occur after Company contained in Article III to be untrue or inaccurate such that the date of this Agreement: condition set forth in Section 7.2(a) would not be satisfied; (ib) receipt any material breach of any written notice covenant or obligation of the Company pursuant to the receiving party from this Agreement or any third party alleging Company Ancillary Agreement such that the consent condition set forth in Section 7.2(b) would not be satisfied; (c) any Company Material Adverse Change; or approval of such third party is (d) any change, event, circumstance, condition or may be required in connection with the Merger and the other transactions contemplated by this Agreement and such consent could (in the good faith determination of such party) effect that would reasonably be expected to (A) prevent or delay the consummation of the Mergers or the other transactions contemplated by this Agreement or (B) be material to the Company and its Subsidiaries or the Purchaser and its Subsidiaries (as the case may be), taken as a whole; (ii) receipt of any notice or other communication from any Governmental Entity or the NYSE (or any other securities market) result in connection with the Merger and the other transactions contemplated by this Agreement; or (iii) the occurrence of an event which would or would be reasonably likely to (A) have a Company Material Adverse Effect or Purchaser Material Adverse Effect or prevent or delay the consummation cause any of the Mergers or the other transactions contemplated hereby or (B) cause any condition to the Mergers conditions set forth in Section 7.2 not to be unsatisfied; providedsatisfied. Notwithstanding the foregoing, however, that the delivery of any notice pursuant to this Section 5.03 shall not limit or otherwise affect the remedies of the Company or Purchaser available hereunder and no information delivered pursuant may provide updates to this Section 5.03 shall update any section of the Company Disclosure Schedule or during the Purchaser Disclosure Schedule or period between the Agreement Date and the Closing on the following basis and understanding: (1) Buyer shall affect the be entitled to indemnification for breaches of representations or and warranties of the parties hereunderAgreement as of the Agreement Date as modified by the Company Disclosure Schedule delivered as of the Agreement Date only (without updates); (2) Buyer shall be entitled to indemnification for breaches of representations and warranties of the Agreement and deemed made at the Closing (as contemplated by Section 7.2(a) of the Agreement) as modified by the Company Disclosure Schedule and Permitted Updates; (3) updates to the Company Disclosure Schedule between the Agreement Date and the Closing are only permitted to disclose events that arise after the Agreement Date and prior to the Closing (“Permitted Updates”); (4) the events being disclosed in the Permitted Updates did not arise from the Company’s breach of, or failure to perform, fulfill or comply with a covenant included in this Agreement or any Company Ancillary Agreement; and (5) Buyer shall be entitled to terminate the Agreement if the occurrence of the event that is the subject of the Permitted Update (if it were not set forth in the Permitted Update or the Disclosure Schedule) would result in the failure by the Company to satisfy the condition set forth in 7.2(g) of the Agreement.

Advice of Changes. The Company and Purchaser Each party shall each give prompt notice to promptly advise the other party if or parties in writing of (a) any fact, event or circumstance occurring subsequent to the date of the following occur after this Agreement that would have rendered any representation or warranty of a party untrue or inaccurate in any material respect as of the date of this Agreement: , (ib) receipt any breach of any written notice covenant or obligation of a party pursuant to the receiving party from any third party alleging this Agreement such that the consent conditions set forth in ARTICLE 5 would not be satisfied, (c) any Material Adverse Effect with respect to a party, (d) any change, event, circumstance, condition or approval of such third party is or may be required in connection with the Merger and the other transactions contemplated by this Agreement and such consent could (in the good faith determination of such party) effect that would reasonably be expected to (A) prevent or delay the consummation of the Mergers or the other transactions contemplated by this Agreement or (B) be material to the Company and its Subsidiaries or the Purchaser and its Subsidiaries (as the case may be), taken as result in a whole; (ii) receipt of any notice or other communication from any Governmental Entity or the NYSE (or any other securities market) in connection with the Merger and the other transactions contemplated by this Agreement; or (iii) the occurrence of an event which would or would be reasonably likely to (A) have a Company Material Adverse Effect on a party or Purchaser Material Adverse Effect or prevent or delay the consummation cause any of the Mergers or the other transactions contemplated hereby conditions set forth in ARTICLE 5 not to be satisfied, or (Be) cause any condition to change, occurrence or event not in the Mergers to be unsatisfiedordinary course of business of a party or any of its Subsidiaries; providedPROVIDED, howeverHOWEVER, that the delivery of any notice shall not be deemed to amend or supplement the disclosure of a party hereunder or to prevent or cure any misrepresentations or breach of any representation, warranty or covenant, except that any change in the Target Financial Statements resulting from the audit and/or review conducted pursuant to Section 4.16, other than changes arising as a result of substantial misstatements or omissions which shall only allow Parent to terminate this Agreement pursuant to Section 5.03 6.1(d), shall not limit or otherwise affect constitute a breach and the remedies Target Financial Statements shall be deemed to be amended by the audited and reviewed financial statements. Without limiting any portion of the Company or Purchaser available hereunder and no information delivered pursuant foregoing, at least two (2) business days prior to this Section 5.03 the Closing, each party shall update its Disclosure Letter for any section fact, event or circumstance arising subsequent to the date of this Agreement to enable each party's representations and warranties to be true and accurate in all material respects as of the Company Disclosure Schedule Closing as if made anew at such time; provided, however, in no event shall the updated information diminish a party's indemnification under Sections 7.2(a) and (b) or the Purchaser Disclosure Schedule or shall affect the representations or warranties of the parties hereunderSections 7.3(a) and (b), as applicable.

Advice of Changes. The Company (a) PRA and Purchaser NCRIC shall each give prompt notice to the other party if any as soon as practicable after it has actual knowledge of the following occur after the date of this Agreement: (i) receipt the occurrence, or failure to occur, of any written notice to the receiving party from any third party alleging that the consent or approval of such third party is or may be required in connection with the Merger and the other transactions contemplated by this Agreement and such consent could (in the good faith determination of such party) reasonably be expected to (A) prevent or delay the consummation of the Mergers or the other transactions contemplated by this Agreement or (B) be material to the Company and its Subsidiaries or the Purchaser and its Subsidiaries (as the case may be), taken as a whole; (ii) receipt of any notice or other communication from any Governmental Entity or the NYSE (or any other securities market) in connection with the Merger and the other transactions contemplated by this Agreement; or (iii) the occurrence of an event which would or would be reasonably likely to (A) have a Company Material Adverse Effect or Purchaser Material Adverse Effect or prevent or delay the consummation of the Mergers or the other transactions contemplated hereby or (B) cause any condition to the Mergers to be unsatisfied; provided, however, that the delivery of any notice pursuant to this Section 5.03 shall not limit or otherwise affect the remedies of the Company or Purchaser available hereunder and no information delivered pursuant to this Section 5.03 shall update any section of the Company Disclosure Schedule or the Purchaser Disclosure Schedule or shall affect the party's representations or warranties contained in this Agreement to be untrue or incorrect in any material respect at any time from the date of this Agreement to the Closing Date, or (ii) any failure on its part or on the part of any of its or its Subsidiaries' officers, directors, employees, representatives or agents (other than persons or entities who are such employees, representatives or agents only because they are appointed insurance agents of such parties) to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by such party under this Agreement. Each party shall have the right to deliver to the other party a written disclosure schedule as to any matter of which it becomes aware following execution of this Agreement which would constitute a breach of any representation, warranty or covenant of this Agreement by such party, identifying on such disclosure schedule the representation, warranty or covenant which would be so breached, provided that each such disclosure schedule shall be delivered as soon as practicable after such party becomes aware of the matter disclosed therein. The nondisclosing party shall have ten (10) business days from receipt of such disclosure schedule to notify the disclosing party that (x) it will close notwithstanding the new disclosure, or (y) it will not close based on such new disclosure, or (z) further investigation or negotiation is required for it to reach a determination whether or not to close based on such new disclosure. If the parties hereunderthereafter are unable to reach agreement on a mutually satisfactory means of resolving the matter so disclosed, the nondisclosing party shall have the right in its discretion, to terminate this Agreement to the extent such termination is permitted under Section 8.1 of this Agreement.

Advice of Changes. The Company and Purchaser shall each give prompt notice Prior to the Closing Date, each party will promptly advise the other of (i) any change or the occurrence or non-occurrence of any event having a Material Adverse Effect (in the case of AFC, AVC or GMB) or materially adversely affecting the ability of such party to consummate the transactions provided for herein or which would be reasonably likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect (in the case of each party hereto) and (ii) any material failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement prior to the Closing Date, if such failure is not or cannot be cured within thirty (30) days of discovery. From time to time prior to the Closing Date, each party will promptly supplement or amend any schedule delivered in connection with the execution of the following occur after this Agreement to reflect any matter which, if existing, occurring or known at the date of this Agreement: (i) receipt of any written notice to the receiving party from any third party alleging that the consent or approval of such third party is or may be , would have been required in connection with the Merger and the other transactions contemplated by this Agreement and such consent could (in the good faith determination of such party) reasonably be expected to (A) prevent or delay the consummation of the Mergers or the other transactions contemplated by this Agreement or (B) be material to the Company and its Subsidiaries or the Purchaser and its Subsidiaries (as the case may be), taken as a whole; (ii) receipt of any notice or other communication from any Governmental Entity or the NYSE (or any other securities market) in connection with the Merger and the other transactions contemplated by this Agreement; or (iii) the occurrence of an event which would or would be reasonably likely to (A) have a Company Material Adverse Effect or Purchaser Material Adverse Effect or prevent or delay the consummation of the Mergers or the other transactions contemplated hereby or (B) cause any condition to the Mergers to be unsatisfied; provided, however, that set forth or described in such schedule or which is necessary to correct any information in such schedule which has been rendered inaccurate thereby. Neither the delivery of any such notice pursuant nor any supplement or amendment to this Section 5.03 such schedule shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice, supplement or amendment nor have any effect for the purposes of determining satisfaction of the conditions set forth in this Agreement, provided, however, that in the event of any such notice by the Company relating to its representations and warranties in Section 12(e) or Purchaser available hereunder in Section 12(1) (in the latter case, as such relate to Loan Properties only) or any such supplement or amendment by the Company to a Schedule referred to in Section 12(e) or Schedule 12(l) (in the latter case, as such relates to the Loan Properties only), (i) if the notice, supplement or amendment discloses a breach of any such representation or warranty relating to any Loan other than a Small Loan, the sole right and no information delivered remedy of ALBANK for such misrepresentation or breach shall be to remove from the relevant Loan Schedule such Loan, and (ii) if the notice, supplement or amendment discloses a breach of any such representation or warranty relating to Small Loans, ALBANK and the Company shall in good faith negotiate an upward adjustment to the ALLL Amount; and provided, further, that if the party receiving any such notice, supplement or amendment elects to proceed with the Closing, despite the failure of the party giving such notice, supplement or amendment to cure, remedy or correct any failure of a condition or agreement or any breach of a representation or warranty within the appropriate time period, then, except as otherwise set forth in Section 21(c)(v) with respect to the Company's indemnification relating to the Auto Loan Pricing Exceptions, the receiving party shall be deemed to have waived, as of the Closing Date, any claim that such party may otherwise have had against the other party for any damages, satisfaction, compensation, specific performance or other remedy, at law or in equity, arising out of or relating to any such failure or breach. If, between the date hereof and the Closing, ALBANK becomes aware of and brings to the Company's attention a matter which, if discovered by the Company, would, pursuant to this Section 5.03 shall update any section 14(j), be required to be set forth in a notice to ALBANK or a supplement or amendment to one of the Company's schedules, then such matter shall be deemed to have been the subject of such a notice, supplement or amendment by the Company Disclosure Schedule or the Purchaser Disclosure Schedule or shall affect the representations or warranties for purposes of the parties hereunderthis Section 14(j).

Advice of Changes. The Company and Purchaser shall each give prompt notice Prior to the Closing, each Party will promptly advise the other party in writing with respect to any matter arising after execution of this Agreement of which that Party obtains Knowledge and which, if any of the following occur after existing or occurring at the date of this Agreement: (i) receipt , would have been required to be set forth in this Agreement, including any of the Schedules hereto, or of any breach of any representation or warranty or of any other condition or circumstance that would excuse a Party of timely performance of its obligations hereunder. Sellers may at any time notify Buyer of any development causing a breach of any of their representations and warranties in Article IV. Unless Buyer has the right to terminate this Agreement pursuant to Section 9.1(e) below by reason of the developments and exercises that right within the period of fifteen (15) days after such right accrues, the written notice pursuant to the receiving party from any third party alleging that the consent or approval of such third party is or may this Section 6.9 will be required in connection with the Merger and the other transactions contemplated by this Agreement and such consent could (in the good faith determination of such party) reasonably be expected deemed to (A) prevent or delay the consummation of the Mergers or the other transactions contemplated by this Agreement or (B) be material to the Company and its Subsidiaries or the Purchaser and its Subsidiaries (as the case may be), taken as a whole; (ii) receipt of any notice or other communication from any Governmental Entity or the NYSE (or any other securities market) in connection with the Merger and the other transactions contemplated by have amended this Agreement; or (iii) , including the occurrence of an event which would or would be reasonably likely appropriate Schedule, to (A) have a Company Material Adverse Effect or Purchaser Material Adverse Effect or prevent or delay qualified the consummation of the Mergers or the other transactions contemplated hereby or (B) cause any condition to the Mergers to be unsatisfiedrepresentations and warranties contained in Article IV above; provided, however, that no such change in Schedule 2.3(e) may be made without Buyer's consent. Sellers shall be entitled to amend, substitute or otherwise modify any Sellers' Agreement to the delivery extent that such Sellers' Agreement expires by its terms prior to the Closing Date or is terminable without liability to Buyer on or after the Closing Date, or if the terms and conditions of such modified Sellers' Agreement constituting the Assumed Liabilities are on terms and conditions not less favorable to Buyer than the original Sellers' Agreement. Nothing contained herein shall relieve Sellers or Buyer of any notice pursuant to breach of representation, warranty or covenant under this Section 5.03 shall not limit or otherwise affect the remedies Agreement existing as of the Company date hereof or Purchaser available hereunder and no information delivered pursuant to this Section 5.03 any subsequent date as of which such representation, warranty or covenant shall update any section of the Company Disclosure Schedule or the Purchaser Disclosure Schedule or shall affect the representations or warranties of the parties hereunderhave been made.

Advice of Changes. The Company (i) Until the Closing or the earlier termination of this Agreement, Parent and Seller shall promptly advise Purchaser shall each give prompt notice in writing of (i) the occurrence of any change or event of which it has knowledge, or of which it becomes aware, that, individually or in the aggregate, has resulted or could reasonably be expected to the other party if result in any of the following occur after conditions to Purchaser’s obligations to consummate the date of this Agreement: (i) receipt of any written notice to the receiving party from any third party alleging that the consent or approval of such third party is or may be required in connection with the Merger and the other transactions contemplated by this Agreement not being satisfied, (ii) upon acquiring knowledge thereof, the institution or the threat of institution of any Proceeding against or investigation of Seller or any of its affiliates related to this Agreement or the transactions contemplated hereby and such consent (iii) the hiring of any new employees of the Business and the departure or termination of any employees of the Business. Until the Closing or the earlier termination of this Agreement, Purchaser shall promptly advise Seller and Parent in writing (i) of the occurrence of any change or event of which it has knowledge, or of which it receives notice, that has resulted or could (in the good faith determination of such party) reasonably be expected to (A) prevent or delay the consummation result in any of the Mergers or conditions to Seller’s obligations to consummate the other transactions contemplated by this Agreement or (B) be material to the Company not being satisfied and its Subsidiaries or the Purchaser and its Subsidiaries (as the case may be), taken as a whole; (ii) receipt upon acquiring knowledge thereof, the institution or the threat of institution of any notice Proceeding against or other communication from investigation of Purchaser or any Governmental Entity of its affiliates related to this Agreement or the NYSE (or any other securities market) in connection with the Merger and the other transactions contemplated hereby. In addition, and without limiting the foregoing, upon obtaining knowledge thereof, Parent and Seller shall give prompt notice to Purchaser of any representation or warranty made by Seller contained in this Agreement; Agreement becoming untrue or (iii) the occurrence of an event which would inaccurate if such representation or would be reasonably likely to (A) have a Company Material Adverse Effect or Purchaser Material Adverse Effect or prevent or delay the consummation warranty were made as of the Mergers date of this Agreement or as of the other transactions contemplated hereby or (B) cause any condition to the Mergers to be unsatisfieddate such knowledge is obtained; provided, however, that the delivery of any notice pursuant to this Section 5.03 shall not limit or otherwise affect the remedies of the Company or Purchaser available hereunder and no information delivered pursuant to this Section 5.03 shall update any section of the Company Disclosure Schedule or the Purchaser Disclosure Schedule or such notification shall affect the representations representations, warranties, covenants, agreements in this Agreement or warranties the Ancillary Agreements for purposes of determining the satisfaction of the parties hereunder.conditions set forth in Article VI or of determining whether any person is entitled to indemnification pursuant to Article VIII; and provided, further, that Purchaser shall not be entitled to indemnification pursuant to Section 8.01(a)(ii) in connection with any failure, in and of itself, by Parent or Seller to give any such notification. Table of Contents

Advice of Changes. The Company (a) Between the date of this Agreement and Purchaser the Closing Date, Protexx and the Protexx Management Shareholders shall each give prompt notice to promptly advise WidePoint, in writing, of any fact of which any of them obtain knowledge that causes a breach of its representations and warranties made as of the other party date of this Agreement, or if any of them becomes aware of the following occur occurrence after the date of this Agreement: (i) receipt Agreement of any written notice to the receiving party from any third party alleging fact that the consent or approval of such third party is or may be required in connection with the Merger and the other transactions contemplated by this Agreement and such consent could would (in the good faith determination of such party) reasonably be expected to (A) prevent or delay the consummation of the Mergers or the other transactions contemplated by this Agreement or (B) be material to the Company and its Subsidiaries or the Purchaser and its Subsidiaries (except as the case may be), taken as a whole; (ii) receipt of any notice or other communication from any Governmental Entity or the NYSE (or any other securities market) in connection with the Merger and the other transactions expressly contemplated by this Agreement; , including the Disclosure Schedules hereto) cause or constitute a breach of any representation or warranty of any of them (iiiother than a representation or warranty that by its terms speaks as of the date of this Agreement) had such representation or warranty been made as of the time of occurrence or discovery of such fact. Should any such fact require any change in the Disclosure Schedules if the Disclosure Schedules were dated the date of the occurrence or discovery of any such fact, Protexx and the Protexx Management Shareholders will promptly deliver to WidePoint an event which would or would be reasonably likely update in writing to the Disclosure Schedules specifying such change (A) have a Company Material Adverse Effect or Purchaser Material Adverse Effect or prevent or delay the consummation “Disclosure Schedule Change”). Such Disclosure Schedule Change shall become part of the Mergers Disclosure Schedules and any representation or warranty herein which is affected by such updated information shall be deemed to have been supplemented or amended accordingly and any breach of a representation and warranty relating to such updated information shall be deemed cured. The parties hereto acknowledge and agree that any Disclosure Schedule Change may include exceptions to any representation and warranty herein, regardless of whether any schedule of exceptions was provided for or contemplated with respect to such representation and warranty as of the other transactions contemplated hereby or (B) cause any condition to the Mergers to be unsatisfieddate hereof; provided, however, that WidePoint and Acquisition shall have the delivery option to terminate this Agreement without any liability whatsoever in the event of any notice pursuant to this Section 5.03 shall not limit or otherwise affect the remedies of the Company or Purchaser available hereunder and no information delivered pursuant to this Section 5.03 shall update any section of the Company adverse Disclosure Schedule or the Purchaser Disclosure Schedule or shall affect the representations or warranties of the parties hereunderChange.