Common use of Certain Notices Clause in Contracts

Certain Notices. From and after the date of this Agreement until the Effective Time, each party will promptly notify the other party of (a) the occurrence, or non-occurrence, of any event that would or would be reasonably likely to (i) cause any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied or (ii) prevent or materially delay the consummation of the transaction contemplated by this Agreement, (b) the failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied, (c) receipt of any written notice to the receiving party from any Person alleging that the consent or approval of such Person is or may be required in connection with the transactions contemplated by this Agreement and the pursuit of such consent would (in the good faith determination of such party) reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement or (d) receipt of any notice or other communication from any Governmental Entity, the NYSE or NASDAQ (or any other securities market) in connection with the Merger; provided, however, that the delivery of any notice pursuant to this Section 5.6 will not limit, cure any breach of or otherwise affect any representation, warranty, covenant or agreement contained in this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice. The Company will promptly notify Parent of any action (or threats of action) by the FAA or the DOT that materially amends, modifies, suspends, revokes, terminates, cancels or withdraws any Company Permit or Company Slots.

Certain Notices. (a) From and after the date of this Agreement until the Effective Time, each party will hereto shall promptly notify the other party hereto of (ai) the occurrence, or non-occurrence, of any event that would or would be reasonably likely to (i) cause any condition to the obligations of any party to effect the Offer, the Merger or any other transaction contemplated by this Agreement not to be satisfied or (ii) prevent or materially delay the consummation of the transaction contemplated by this Agreement, (b) the failure of such party the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Offer, the Merger or any other transaction contemplated by this Agreement not to be satisfied, (c) receipt of any written notice to the receiving party from any Person alleging that the consent or approval of such Person is or may be required in connection with the transactions contemplated by this Agreement and the pursuit of such consent would (in the good faith determination of such party) reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement or (d) receipt of any notice or other communication from any Governmental Entity, the NYSE or NASDAQ (or any other securities market) in connection with the Merger; provided, however, that the delivery of any notice pursuant to this Section 5.6 will 5.5 shall not limit, cure any breach of or otherwise affect any representation, warranty, covenant or agreement contained in this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice. The . (b) From and after the date of this Agreement until the Effective Time, the Company will promptly notify agrees to provide Parent with: (i) advance written notice of the Company’s intent to submit a major amendment to or resubmission of (as those terms are used in 21 C.F.R. 314.60) NDA Number 202-363 (a “Major Amendment”) at least 20 Business Days prior to the date that the Company submits such Major Amendment to the extent such Major Amendment is reasonably expected to delay the timeline for FDA review of the NDA in accordance with 21 C.F.R. 314.60; (ii) a copy of such Major Amendment at least five Business Days prior to submission to the FDA; (iii) except as may be prohibited by any action (Governmental Entity or threats of action) by any Law, any communications with the FAA FDA with respect to the Levadex Product that may reasonably be deemed to impact or potentially impact, in any material respect, the Levadex Product or the DOT FDA Approval, including any communication that materially amendsis reasonably expected to delay the timeline for FDA review of the NDA in accordance with 21 C.F.R. 314.60; and (iv) a reasonable opportunity to review and comment on any Major Amendment (such review and comment to occur within the five Business Day period after Parent’s receipt of such Major Amendment as contemplated in clause (ii)) and on any communication or proposed response to any communication with the FDA referenced in clause (iii). (c) From and after the date of this Agreement until the Effective Time, modifies, suspends, revokes, terminates, cancels the Company agrees to provide Parent with advance written notice of the Company’s intent to enter into or withdraws amend any Company Permit material supply or Company Slotsmanufacturing Contracts at least ten Business Days prior to entering into or amending such Contracts.

Certain Notices. From and after the date of this Agreement until the Effective Time, each party hereto will promptly notify the other party hereto of (a) any written notice or other written communication received by such party from any Person alleging that the consent, approval, permission or waiver from such party is or may be required in connection with the Merger or any of the other transactions contemplated hereby, (b) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or any of the other transactions contemplated hereby, (c) any Proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the Company, or Parent or any of Parent’s Subsidiaries, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any Section of this Agreement or that relate to the consummation of the Merger or any of the other transactions contemplated by this Agreement, (d) the occurrence, or non-occurrence, of any event that would or would be reasonably likely to (i) cause any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied or (ii) prevent or materially delay the consummation of the transaction contemplated by this Agreement, (be) the failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied, (c) receipt of any written notice to the receiving party from any Person alleging that the consent or approval of such Person is or may be required in connection with the transactions contemplated by this Agreement and the pursuit of such consent would (in the good faith determination of such party) reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement or (d) receipt of any notice or other communication from any Governmental Entity, the NYSE or NASDAQ (or any other securities market) in connection with the Merger; provided, however, that the delivery of any notice pursuant to this Section 5.6 will not limit, cure any breach of (A) limit or otherwise affect any representationof the representations, warrantywarranties, covenant covenants, obligations or agreement conditions contained in this Agreement, (B) otherwise prejudice in any way the rights and remedies contained in this Agreement, (C) be deemed to affect or modify such party’s reliance on the representations, warranties, covenants and agreements made by the other parties in this Agreement or otherwise limit (D) be deemed to amend or affect supplement the remedies available hereunder to the party receiving Company Disclosure Schedule or prevent or cure any misrepresentation, breach of warranty or breach of covenant by such notice. The Company will promptly notify Parent of any action (or threats of action) by the FAA or the DOT that materially amends, modifies, suspends, revokes, terminates, cancels or withdraws any Company Permit or Company Slotsparty.

Certain Notices. From and after the date of this Agreement until the earlier of the Effective TimeTime or the termination of this Agreement pursuant to Section 8.1, each party will promptly notify the other party Company shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, of (a) the occurrenceany material notice or other material communication received by such Party from any Governmental Entity in connection with this Agreement, or non-occurrence, of any event that would or would be reasonably likely to (i) cause any condition to the obligations of any party to effect the Merger or any the other transaction transactions contemplated by this Agreement not to be satisfied hereby or (ii) prevent or materially delay the consummation of the transaction contemplated by this Agreement, (b) the failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied, (c) receipt of any written notice to the receiving party from any Person alleging that the consent or approval of such Person is or may be required in connection with this Agreement, the Merger or the other transactions contemplated by hereby, (b) any material claims, actions, suits, proceedings or investigations commenced or, to such Party’s Knowledge, threatened against, relating to or involving or otherwise affecting such Party or any of its Subsidiaries which relate to this Agreement Agreement, the Merger or the other transactions contemplated hereby and the pursuit of (c) any fact, event or circumstance known to such consent Party that would (in the good faith determination of such party) cause or constitute, or would reasonably be expected to prevent cause or materially constitute, a breach in any material respect of such Party’s representations, warranties, covenants or agreements contained herein or would prevent, delay or impede, or would reasonably be expected to prevent, delay or impede, the consummation of the transactions Merger or any other transaction contemplated by this Agreement or (d) receipt of any notice or other communication from any Governmental Entity, the NYSE or NASDAQ (or any other securities market) in connection with the MergerAgreement; provided, however, that the delivery of any notice pursuant to this Section 5.6 will 6.6 shall not limit, cure any breach of limit or otherwise affect any representationremedies available to the Party receiving such notice or prevent or cure any misrepresentations, warranty, breach of warranty or breach of covenant or agreement contained in this Agreement or otherwise limit or affect failure to satisfy the remedies available hereunder conditions to the party receiving such notice. The Company will promptly notify Parent obligations of any action (or threats of action) by the FAA or the DOT that materially amends, modifies, suspends, revokes, terminates, cancels or withdraws any Company Permit or Company SlotsParties under this Agreement.

Certain Notices. From Promptly (and in any event within five Business Days, except as set forth in clause (e) below) give notice to the Administrative Agent and each Lender (with respect to clauses (a) through (c) and (f)) and to the Administrative Agent (with respect to clauses (d) and (e)) after the date of this Agreement until the Effective Time, each party will promptly notify the other party of any Responsible Officer obtains knowledge of: (a) the occurrence, or non-occurrence, occurrence of any event that would Default or would be reasonably likely to Event of Default; (b) any (i) cause default or event of default under any condition to the obligations Contractual Obligation of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied Group Member or (ii) prevent litigation, investigation or materially delay proceeding that may exist at any time between any Group Member and any Governmental Authority, that in either case, if not cured or if adversely determined, as the consummation case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding affecting any Group Member (i) which is reasonably likely to be adversely decided and, if adversely decided, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, (ii) in which any material injunctive or similar relief is sought or (iii) which relates to any Loan Document; (d) the following events, as soon as possible and in any event within 30 days after the Borrower knows or has reason to know thereof: (i) the occurrence of any Reportable Event with respect to any Single Employer Plan that is likely to result in material liability to the Group Members; the failure of Borrower, any Group Member or any Commonly Controlled Entity to make any required contribution to a Plan; the determination that any Single Employer Plan is in “at risk” status; the creation of any Lien against Borrower, any Group Member or any Commonly Controlled Entity with respect to a Single Employer Plan in favor of the transaction contemplated PBGC or such a Plan; or any withdrawal by this AgreementBorrower, any Group Member or any Commonly Controlled Entity from, or the termination of, any Single Employer Plan; (bii) the failure of Borrower, any Group Member or any Commonly Controlled Entity to make any required contribution to a Multiemployer Plan; any withdrawal of Borrower, any Group Member or any Commonly Controlled Entity from, or termination of, any Multiemployer Plan; or the receipt by Borrower, any Group Member, or any Commonly Controlled Entity of (A) any notice concerning the Insolvency of, any Multiemployer Plan or (B) a determination that any such party Multiemployer Plan is in “endangered” or “critical” status; or (iii) the institution of proceedings or the taking of any other action by the PBGC against the Borrower, any Group Member, any Commonly Controlled Entity, or any Multiemployer Plan with respect to comply (A) any withdrawal from, or termination of, any Plan or Multiemployer Plan or (B) the Insolvency of any Multiemployer Plan; (e) upon reasonable request of the Administrative Agent and promptly following receipt thereof from the administrator or sponsor of the applicable Multiemployer Plan, copies of any documents or notices described in Sections 101(k) or 101(l) of ERISA that Borrower, any Group Member or any Commonly Controlled Entity may request with respect to any Multiemployer Plan; and (f) any development or satisfy any covenant, condition event that has had or agreement to be complied with or satisfied by it pursuant to this Agreement which would could reasonably be expected to result in any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied, (c) receipt of any written notice to the receiving party from any Person alleging that the consent or approval of such Person is or may be required in connection with the transactions contemplated by this Agreement and the pursuit of such consent would (in the good faith determination of such party) reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement or (d) receipt of any notice or other communication from any Governmental Entity, the NYSE or NASDAQ (or any other securities market) in connection with the Merger; provided, however, that the delivery of any have a Material Adverse Effect. Each notice pursuant to this Section 5.6 will not limit, cure any breach 6.7 shall be accompanied by a statement of or otherwise affect any representation, warranty, covenant or agreement contained in this Agreement or otherwise limit or affect a Responsible Officer setting forth details of the remedies available hereunder occurrence referred to therein and stating what action the party receiving such notice. The Company will promptly notify Parent of any action (or threats of action) by the FAA or the DOT that materially amends, modifies, suspends, revokes, terminates, cancels or withdraws any Company Permit or Company Slotsrelevant Group Member proposes to take with respect thereto.

Certain Notices. From (a) Parent shall give prompt notice to the Company, and after the date of this Agreement until the Effective TimeCompany shall give prompt notice to Parent, each party will promptly notify the other party of (ai) the occurrence, or non-occurrence, of any event that would the occurrence or non-occurrence of which would be reasonably likely to (i) cause any condition to the obligations of any party to effect the Merger representation or any other transaction contemplated by warranty contained in this Agreement not to be satisfied materially untrue or inaccurate, and (ii) prevent or materially delay the consummation of the transaction contemplated by this Agreement, (b) the any failure of such party Parent or the Company, as the case may be, materially to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied, (c) receipt of any written notice to the receiving party from any Person alleging that the consent or approval of such Person is or may be required in connection with the transactions contemplated by this Agreement and the pursuit of such consent would (in the good faith determination of such party) reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement or (d) receipt of any notice or other communication from any Governmental Entity, the NYSE or NASDAQ (or any other securities market) in connection with the Mergerhereunder; provided, however, that the delivery of any notice pursuant to this Section 5.6 will shall not limit, cure any breach of limit or otherwise affect any representation, warranty, covenant or agreement contained in this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice. The ; and provided, further, that failure to give such notice shall not be treated as a breach of covenant for the purposes of Sections 6.2(b) and 6.3(b) unless the failure to give such notice results in a Material Adverse Effect on the other party. (b) Each of Parent and the Company will promptly notify shall give prompt notice to the other of: (i) any material notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or other transactions contemplated by this Agreement; (ii) any material notice or other communication from any Governmental Entity in connection with the Merger or other transactions contemplated by this Agreement; (iii) any Legal Proceeding relating to or involving or otherwise affecting Parent of any action (or threats of action) by the FAA Merger Sub or the DOT Company or any of its Subsidiaries that materially amendsrelates to the Merger or other transactions contemplated by this Agreement; (iv) the occurrence of a default or event that, modifieswith notice or lapse of time or both, suspendsis reasonably likely to become a default under a Company Material Contract or a Parent Material Contract, revokesas the case may be; and (v) any change that would be considered reasonably likely to result in a Material Adverse Effect, terminatesor is likely to impair in any material respect the ability of either Parent or the Company to consummate the transactions contemplated by this Agreement; provided, cancels or withdraws any Company Permit or Company Slotsthat failure to give such notice shall not be treated as a breach of covenant for the purposes of Sections 6.2(b) and 6.3(b) unless the failure to give such notice results in a Material Adverse Effect on the other party.

Certain Notices. From At all times during the period commencing with the execution and after the date delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 6.1 and the Effective Time, each party will promptly notify the other party of : (a) the occurrenceThe Company shall give prompt notice to Parent upon becoming aware that any representation or warranty made by it in this Agreement has become untrue or inaccurate in any material respect, or non-occurrence, of any event that would or would be reasonably likely to (i) cause any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied or (ii) prevent or materially delay the consummation failure of the transaction contemplated by this Agreement, (b) the failure of such party Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that either of the conditions set forth in Section 5.3(a) could not be satisfied as of the Outside Date; provided, however, that (i) the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Agreement which would reasonably be expected Section 4.11(a) and (ii) the delivery of any notice pursuant to result in this Section 4.11(a) shall not cure any condition breach of any representation or warranty requiring disclosure of such matter at or prior to the obligations execution of any party to effect the Merger or any other transaction contemplated by this Agreement not or otherwise limit or affect the remedies available hereunder to be satisfied, the Party receiving such notice. (cb) receipt of any written The Company shall give prompt notice to the receiving party Parent of (i) any notice or other communication received by it from any Person third party subsequent to the date of this Agreement and prior to the Effective Time to which the Company has knowledge alleging any material breach of or material default under any Company Material Contract, or (ii) any notice or other communication received by the Company from any third party subsequent to the date of this Agreement and prior to the Effective Time to which the Company has knowledge alleging that the consent or approval of such Person third party is or may be required in connection with the transactions contemplated by this Agreement and the pursuit of such consent would (in the good faith determination of such party) reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement or (d) receipt of any notice or other communication from any Governmental Entity, the NYSE or NASDAQ (or any other securities market) in connection with the MergerAgreement; provided, however, that (i) the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 4.11(b) and (ii) the delivery of any notice pursuant to this Section 5.6 will 4.11(b) shall not limit, cure any breach of any representation or otherwise affect any representation, warranty, covenant warranty requiring disclosure of such matter at or agreement contained in prior to the execution of this Agreement or otherwise limit or affect the remedies available hereunder to the party Party receiving such notice. The . (c) Parent shall give prompt notice to the Company will promptly notify Parent upon becoming aware that any representation or warranty made by it or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any action failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that (i) the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 4.11(c) and (ii) the delivery of any notice pursuant to this Section 4.11(c) shall not cure any breach of any representation or threats warranty requiring disclosure of action) by such matter at or prior to the FAA execution of this Agreement or otherwise limit or affect the DOT that materially amends, modifies, suspends, revokes, terminates, cancels or withdraws any Company Permit or Company Slotsremedies available hereunder to the Party receiving such notice.

Certain Notices. From and after the date of this Agreement until the Effective Time, each party will hereto shall promptly after obtaining knowledge thereof, notify the other party of hereto of: (a) the occurrence, occurrence or non-occurrence, occurrence of any event that that, individually or in the aggregate, would or would reasonably be reasonably likely to (i) cause any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied or (ii) prevent or materially delay the consummation of the transaction contemplated by this Agreement, satisfied; (b) the failure of such party the Company, Parent or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which which, individually or in the aggregate, would reasonably be expected to result in any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied, ; (c) receipt any material actions, suits, claims or proceedings with respect to the transactions contemplated by this Agreement commenced against the Company, any Company Subsidiary or Parent, as the case may be (and the Company shall give Parent the opportunity to participate in the defense and settlement of any shareholder litigation against the Company or its directors relating to this Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without Parent’s prior written consent (which shall not be unreasonably withheld, delayed or conditioned)); and (d) any written notice to the receiving party or other written communication from any Person alleging that the consent or approval of such Person is or may be required in connection with the transactions contemplated by this Agreement and the pursuit of such consent would (in the good faith determination of such party) reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement or (d) receipt of any notice or other communication from any Governmental Entity, the NYSE or NASDAQ (or any other securities market) in connection with the MergerAgreement; provided, however, that the delivery of any notice pursuant to this Section 5.6 will shall not limit, cure any breach of or otherwise affect any representation, warranty, covenant or agreement contained in this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice. The Company will promptly notify Parent of any action (or threats of action) by the FAA or the DOT that materially amends, modifies, suspends, revokes, terminates, cancels or withdraws any Company Permit or Company Slots.

Certain Notices. From and after the date of this Agreement until the Effective Timeearlier of the Closing or the termination of this Agreement pursuant to Section 8.1, each party will promptly notify the other party Company shall give prompt written notice to Buyer, and Buyer and Parent shall give prompt written notice to the Company, of (a) the occurrence, any material notice or non-occurrence, of other material communication received by such Party from any event that would or would be reasonably likely to (i) cause any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied or (ii) prevent or materially delay the consummation of the transaction contemplated by Governmental Entity in connection with this Agreement, (b) the failure of such party to comply with Asset Sale or satisfy any covenant, condition the other transactions contemplated hereby or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied, (c) receipt of any written notice to the receiving party from any Person alleging that the consent or approval of such Person is or may be required in connection with this Agreement, the Asset Sale or the other transactions contemplated by hereby, (b) any material claims, actions, suits, proceedings or investigations commenced or, to such Party’s knowledge, threatened against, relating to or involving or otherwise affecting such Party or any of its Subsidiaries which relate to this Agreement Agreement, the Asset Sale or the other transactions contemplated hereby and the pursuit of (c) any fact, event or circumstance known to such consent Party that would (in the good faith determination of such party) cause or constitute, or would reasonably be expected to prevent cause or materially constitute, a breach in any material respect of such Party’s representations, warranties, covenants or agreements contained herein or would prevent, delay or impede, or would reasonably be expected to prevent, delay or impede, the consummation of the transactions Asset Sale or any other transaction contemplated by this Agreement or (d) receipt of any notice or other communication from any Governmental Entity, the NYSE or NASDAQ (or any other securities market) in connection with the MergerAgreement; provided, however, that the delivery of any notice pursuant to this Section 5.6 will 6.6 shall not limit, cure any breach of limit or otherwise affect any representationremedies available to the Party receiving such notice or prevent or cure any misrepresentations, warranty, breach of warranty or breach of covenant or agreement contained in this Agreement or otherwise limit or affect failure to satisfy the remedies available hereunder conditions to the party receiving such notice. The Company will promptly notify Parent obligations of any action (or threats of action) by the FAA or the DOT that materially amends, modifies, suspends, revokes, terminates, cancels or withdraws any Company Permit or Company SlotsParties under this Agreement.

Certain Notices. From and after the date of this Agreement until the Effective Time, each party hereto will promptly notify the other party hereto of (a) the occurrence, or non-occurrence, of any event that would or would be reasonably likely to cause (iA) cause any representation or warranty made by it in this Agreement to become untrue or inaccurate in any material respect or (B) any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied or (ii) prevent or materially delay the consummation of the transaction contemplated by this Agreement, (b) the failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied, (c) receipt of any written notice to the receiving party from any Person alleging that the consent or approval of such Person is or may be required in connection with the transactions contemplated by this Agreement and the pursuit of such consent would (in the good faith determination of such party) reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement or (d) receipt of any notice or other communication from any Governmental Entity, the NYSE or NASDAQ (or any other securities market) in connection with the Merger; provided, however, that the delivery of any notice pursuant to this Section 5.6 will not limit, cure any breach of of, or otherwise affect or be deemed to modify, any representation, warranty, covenant or agreement of the party giving notice contained in this Agreement or the conditions to the obligations of the party receiving notice to consummate the transactions contemplated by this Agreement, or otherwise limit or affect the remedies available hereunder to the party receiving such notice. The Company will promptly notify Parent ; provided, further, that the failure to provide any such notice shall not be considered a failure to perform or comply with this Section 5.6 for purposes of Section 6.2(b); and provided further, that the terms and conditions of the Confidentiality Agreement (as amended pursuant to Section 5.2) shall apply to any action (or threats of action) by the FAA or the DOT that materially amends, modifies, suspends, revokes, terminates, cancels or withdraws information provided any Company Permit or Company Slotsparty pursuant to this Section 5.6.

Certain Notices. From and after the date of this Agreement until the Effective Time, each party will hereto shall promptly notify the other party hereto of (a) the occurrence, or non-occurrence, of any event that of which such party has knowledge the occurrence or non-occurrence of which would or would be reasonably likely to (i) cause any condition representation or warranty made by such party in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the obligations of any party to effect the Merger Effective Time or any other transaction contemplated by this Agreement not to be satisfied or (ii) prevent or materially delay the consummation of the transaction contemplated by this Agreement, (b) the failure of such party the Company, the Purchaser or Parent, as the case may be, or any Representative thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied, (c) receipt of any written notice to the receiving party from any Person alleging that the consent or approval of such Person is or may be required in connection with the transactions contemplated by this Agreement and the pursuit of such consent would (in the good faith determination of such party) reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement or (d) receipt of any notice or other communication from any Governmental Entity, the NYSE or NASDAQ (or any other securities market) in connection with the MergerAgreement; provided, however, that the delivery of any notice pursuant to this Section 5.6 will shall not limit, cure any breach of or otherwise affect any representation, warranty, covenant or agreement contained in this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such noticenotice or the representations or warranties of the parties, or the conditions to the obligations of the parties hereto. The Company will Furthermore, each party hereto shall promptly notify Parent the other party hereto of (i) any action (notice or threats of action) other communication received by such party from any Governmental Entity in connection with this Agreement, the FAA Offer, the Merger or the DOT other transactions contemplated by this Agreement, or from any Person alleging that materially amendsthe consent of such Person is or may be required in connection with the Offer, modifiesthe Merger or the other transactions contemplated by this Agreement and (ii) any actions, suspendssuits, revokesclaims, terminatesinvestigations or proceedings commenced or, cancels to such party’s knowledge, threatened against, relating to or withdraws any Company Permit involving or Company Slotsotherwise affecting such party which relate to this Agreement, the Offer, the Merger or the other transactions contemplated by this Agreement.

Certain Notices. From and after the date of this Agreement until the earlier of the Effective TimeTime or the termination of this Agreement pursuant to Section 8.1, each party will promptly notify the other party Company shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, of (a) the occurrenceany material notice or other material communication received by such Party from any Governmental Entity in connection with this Agreement, or non-occurrence, of any event that would or would be reasonably likely to (i) cause any condition to the obligations of any party to effect the Merger or any the other transaction transactions contemplated by this Agreement not to be satisfied hereby or (ii) prevent or materially delay the consummation of the transaction contemplated by this Agreement, (b) the failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied, (c) receipt of any written notice to the receiving party from any Person alleging that the consent or approval of such Person is or may be required in connection with this Agreement, the Merger or the other transactions contemplated by hereby, (b) any material claims, actions, suits, proceedings or investigations commenced or, to such Party’s knowledge, threatened against, relating to or involving or otherwise affecting such Party or any of its Subsidiaries which relate to this Agreement Agreement, the Merger or the other transactions contemplated hereby and the pursuit of (c) any fact, event or circumstance known to such consent Party that would (in the good faith determination of such party) cause or constitute, or would reasonably be expected to prevent cause or materially constitute, a breach in any material respect of such Party’s representations, warranties, covenants or agreements contained herein or would prevent, delay or impede, or would reasonably be expected to prevent, delay or impede, the consummation of the transactions Merger or any other transaction contemplated by this Agreement or (d) receipt of any notice or other communication from any Governmental Entity, the NYSE or NASDAQ (or any other securities market) in connection with the MergerAgreement; provided, however, that the delivery of any notice pursuant to this Section 5.6 will 6.6 shall not limit, cure any breach of limit or otherwise affect any representationremedies available to the Party receiving such notice or prevent or cure any misrepresentations, warranty, breach of warranty or breach of covenant or failure to satisfy the conditions to the obligations of the Parties under this Agreement. This Section 6.6 shall not constitute a covenant or agreement contained in this Agreement for purposes of Sections 7.2.2 or otherwise limit or affect the remedies available hereunder to the party receiving such notice. The Company will promptly notify Parent of any action (or threats of action) by the FAA or the DOT that materially amends, modifies, suspends, revokes, terminates, cancels or withdraws any Company Permit or Company Slots7.3.2.

Certain Notices. From and after the date of this Agreement until the Effective Time, each party will hereto shall promptly notify the other party of hereto of: (a) the occurrence, occurrence or non-occurrence, occurrence of any event that that, individually or in the aggregate, would or would reasonably be reasonably likely to (i) cause any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied or (ii) prevent or materially delay the consummation of the transaction contemplated by this Agreement, satisfied; (b) the failure of such party the Company, Parent or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which which, individually or in the aggregate, would reasonably be expected to result in any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied, ; (c) receipt any material actions, suits, claims or proceedings with respect to the transactions contemplated by this Agreement commenced against the Company, any Company Subsidiary or Parent, as the case may be (and the Company shall give Parent the opportunity to participate in the defense and settlement of any shareholder litigation against the Company or its directors relating to this Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without Parent’s prior written consent (which shall not be unreasonably withheld, delayed or conditioned)); and (d) any written notice to the receiving party or other written communication from any Person alleging that the consent or approval of such Person is or may be required in connection with the transactions contemplated by this Agreement and the pursuit of such consent would (in the good faith determination of such party) reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement or (d) receipt of any notice or other communication from any Governmental Entity, the NYSE or NASDAQ (or any other securities market) in connection with the MergerAgreement; provided, however, that the delivery of any notice pursuant to this Section 5.6 will shall not limit, cure any breach of or otherwise affect any representation, warranty, covenant or agreement contained in this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice. The Company will promptly notify Parent of any action (or threats of action) by the FAA or the DOT that materially amends, modifies, suspends, revokes, terminates, cancels or withdraws any Company Permit or Company Slots.

Certain Notices. From and after the date of this Agreement until the Effective Time, each Each party will shall promptly notify the other party of in reasonable detail: (a) upon the occurrencecommencement of, or non-occurrencethe impending or threatened commencement of, or upon obtaining knowledge of any event facts that would give rise to, any claim, action or would be reasonably likely proceeding brought to enjoin the consummation of the Transactions, or against or relating to (i) cause any condition to the obligations of any notifying party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied its properties or (ii) prevent or materially delay the consummation of the transaction contemplated by this Agreementassets, (b) the failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition materially adversely affect the Transactions or such party’s ability to perform its obligations hereunder, or (ii) the Assets, except where such claim, action or proceeding relates to the obligations PCS industry generally; (b) upon the occurrence of, or the impending or threatened occurrence of, or upon obtaining knowledge of any party to effect the Merger or facts that would give rise to, any other transaction contemplated by this Agreement not to be satisfied, (c) receipt of any written notice to the receiving party from any Person alleging event that the consent or approval of such Person is or may be required in connection with the transactions contemplated by this Agreement and the pursuit of such consent would (in the good faith determination of such party) reasonably be expected to cause or constitute a material breach of any of its representations, warranties, covenants or agreements contained in this Agreement, and shall use commercially reasonable efforts to prevent or materially delay promptly remedy such breach; and (c) upon the consummation of the transactions contemplated by this Agreement occurrence or (d) receipt existence of any notice event, condition, circumstance or state of facts known to the notifying party, that has had or would reasonably be expected to have a material adverse effect on the Transactions or such party’s ability to perform its obligations hereunder, or would reasonably be expected to materially adversely affect the Assets or their use, other communication from any Governmental Entitythan events, conditions, circumstances or states of facts affecting the NYSE or NASDAQ (or any other securities market) in connection with the MergerPCS industry generally; provided, however, that compliance with the delivery disclosure requirements of any notice pursuant to this Section 5.6 will shall not limit, cure relieve Seller of any breach of or otherwise affect obligation with respect to any representation, warranty, warranty or covenant or agreement contained of Seller in this Agreement or otherwise limit or affect the remedies available hereunder waive any condition to the party receiving such notice. The Company will promptly notify Parent of any action (or threats of action) by the FAA or the DOT that materially amends, modifies, suspends, revokes, terminates, cancels or withdraws any Company Permit or Company Slots.Purchaser’s obligations under this Agreement

Certain Notices. From and after Subject to compliance with applicable Law, from the date hereof until earlier of the Closing and the termination of this Agreement until the Effective Timein accordance with its terms, each party will promptly of the Company, the Partnership and the Investor shall confer on a regular basis with each other to report on the general status of the ongoing operations of the Company and the Partnership, and each of the Company, the Partnership and the Investor shall notify the other party parties hereto of (a) the occurrence, or non-occurrencefailure to occur, of any event that would or circumstance, which occurrence or failure to occur would be reasonably likely to cause either (i) cause any condition representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied or Closing, (ii) prevent or materially delay the consummation any condition set forth in Article VII hereof to be unsatisfied in any material respect as of the transaction contemplated date by which such condition must be satisfied hereunder, (iii) any Company Material Adverse Effect, (iv) a material adverse effect on the Investor’s ability to perform his obligations under this AgreementAgreement or the other Transaction Documents to which the Investor is a party, or (b) any failure by the failure Company, the Partnership or the Investor, as the case may be, or (as applicable) of such party any officer, director (or Person in a similar position), employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it pursuant to under this Agreement Agreement, which would notice shall be given by the Company, the Partnership or the Investor, as the case may be, reasonably be expected to result in any condition to the obligations promptly after it acquires knowledge of any party to effect the Merger such occurrence or any other transaction contemplated by this Agreement not to be satisfied, (c) receipt of any written notice to the receiving party from any Person alleging that the consent or approval of such Person is or may be required in connection with the transactions contemplated by this Agreement and the pursuit of such consent would (failure described in the good faith determination of such party) reasonably be expected to foregoing sentence. Nothing contained in this Section 6.1 shall prevent or materially delay the consummation any of the transactions contemplated by this Agreement parties hereto from giving such notice, using such efforts or (d) receipt of taking any action to cure or curing any such event or circumstance. No notice or other communication from any Governmental Entity, the NYSE or NASDAQ (or any other securities market) in connection with the Merger; provided, however, that the delivery of any notice given pursuant to this Section 5.6 will not limit6.1 shall have any effect on the representations, cure any breach of warranties, covenants or otherwise affect any representation, warranty, covenant or agreement agreements contained in this Agreement for purposes of determining satisfaction of any condition contained herein and shall not limit or otherwise limit or affect the remedies available hereunder to the party receiving such notice. The Company will promptly notify Parent of any action (or threats of action) by the FAA or the DOT that materially amends, modifies, suspends, revokes, terminates, cancels or withdraws any Company Permit or Company Slotshereunder.

Certain Notices. From and the date of this Agreement through the Effective Time, each party hereto shall promptly notify the other parties hereto of the following matters of which the notifying party has knowledge: (a) the occurrence or non-occurrence of any fact or event after the date of this Agreement until the Effective Time, each party will promptly notify the other party of (a) the occurrence, or non-occurrence, of any event that would or would reasonably be reasonably likely to (i) cause any condition to representation or warranty of the obligations of any notifying party to effect the Merger or any other transaction contemplated by contained in this Agreement not to be satisfied untrue or (ii) prevent or materially delay the consummation inaccurate in any material respect as of the transaction contemplated by this Agreement, date hereof or as of the Closing Date; (b) the any failure of such the notifying party to comply with or satisfy any covenant, covenant or condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result such party hereunder in any condition to material respect as of the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied, Closing Date; (c) receipt of any written notice to the receiving party or other communication from any Person alleging that the consent or approval of such Person is or may be required in connection with the transactions contemplated by this Agreement and or that such transactions otherwise may violate the pursuit rights of or confer remedies upon such Person, except where the failure to obtain such consent or approval would (in the good faith determination of such party) reasonably not be expected to prevent have a Company Material Adverse Effect or materially delay the consummation of the transactions contemplated by this Agreement or Parent Material Adverse Effect, as applicable; (d) receipt of any written notice or other communication from any Governmental Entity, the NYSE or NASDAQ (or any other securities market) Entity in connection with the Mergertransactions contemplated by this Agreement; provided(e) any Actions commenced relating to the Company or any Subsidiary, howeveron the one hand, that or Parent or Acquisition Sub, on the delivery other hand, that, if pending on the date of any notice this Agreement, would have been required to have been disclosed pursuant to this Section 5.6 will not limit, cure Agreement; (f) any breach repurchases of or otherwise affect any representation, warranty, covenant or agreement contained in this Agreement or otherwise limit or affect Company Shares by the remedies available hereunder Company; and (g) any transfers of record of Company Shares effectuated on the stock ledger of the Company during the Pre-Closing Period. If any such event requires any change to the party receiving Company Disclosure Schedule, the Company shall promptly deliver to Parent a supplement to the Company Disclosure Schedule specifying such noticechange. The Such supplement shall not be taken into consideration for purposes of determining whether the Company will promptly notify Parent of any action (or threats of action) by satisfies the FAA or the DOT that materially amends, modifies, suspends, revokes, terminates, cancels or withdraws any Company Permit or Company Slotsclosing condition set forth in Section 6.3(a).

Certain Notices. From and Shall provide Lender written notice promptly after the date its receipt of this Agreement until the Effective Timeknowledge or notice thereof (but, each party will promptly notify the other party in any event, within five (5) Business Days), of (a) the occurrenceoccurrence of a Default or Event of Default and what action (if any) Borrowers are taking to correct the same; (b) any litigation where a Borrower or any Subsidiary is a party defendant involving an amount at issue in excess of the Applicable Threshold or material changes in existing litigation or any judgment against it or its assets in excess of the Applicable Threshold; (c) any damage or loss to property in excess of the Applicable Threshold; (d) any notice from taxing authorities as to claimed deficiencies or any tax Lien or any notice relating to alleged ERISA violations; (e) any ERISA Event, and what action (if any) Borrowers are taking with respect thereto, and when known what action has been taken or threatened (in writing) by any Governmental Entity in regard thereto; (f) any rejection, return, offset, dispute, loss, or non-occurrenceother circumstance in an amount equal to or greater than the Applicable Threshold or otherwise having a Material Adverse Effect; (g) the cancellation or termination of, or any default under, any Material Agreement, or any material amendment, restatement, supplement or other modification thereto; (h) any acceleration of the maturity of any Debt of any Credit Party or the occurrence or existence of any event or circumstances that would or would be reasonably likely gives the holder of such Debt the right to accelerate; (i) cause any condition loss or threatened (in writing) loss of any material license or permit; (j) any information that, if existing or occurring at the Closing Date, would have been required to be set forth or described in any of the Schedule attached hereto or as an exception thereto, or that is necessary to correct any information in such Schedule that has been rendered inaccurate thereby, and, in each case such Schedule shall be appropriately marked to show the changes made therein; provided that (A) such supplement to any Schedule or representation or warranty shall not be deemed to amend, supplement or otherwise modify such Schedule or representation or warranty, or be deemed a waiver of any Default or Event of Default resulting from the matters disclosed therein, except as consented to by Lender and (B) no supplement to any Schedule shall be required or permitted with respect to representations and warranties that relate solely to the obligations of Closing Date; and (k) any party change to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied or (ii) prevent or materially delay the consummation of the transaction contemplated by this Agreement, (b) the failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result information set forth in any condition to the obligations of Beneficial Ownership Certification or in any party to effect the Merger document made or any other transaction contemplated by this Agreement not to be satisfied, (c) receipt of any written notice to the receiving party from any Person alleging that the consent or approval of such Person is or may be required delivered in connection with the transactions contemplated by this Agreement and the pursuit of such consent would (in the good faith determination of such party) reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement or (d) receipt of any notice or other communication from any Governmental Entity, the NYSE or NASDAQ (or any other securities market) in connection with the Merger; provided, however, that the delivery of any notice pursuant to this Section 5.6 will not limit, cure any breach of or otherwise affect any representation, warranty, covenant or agreement contained in this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice. The Company will promptly notify Parent of any action (or threats of action) by the FAA or the DOT that materially amends, modifies, suspends, revokes, terminates, cancels or withdraws any Company Permit or Company Slotstherewith.

Certain Notices. (a) From and after the date of this Agreement until the Effective Time, each party will Party hereto shall promptly notify the other party Party of (ai) the occurrence, or non-occurrence, of any event that would or would be reasonably likely to (i) cause any condition to the obligations of any party Party to effect the Merger or any and the other transaction contemplated by transactions provided for in this Agreement not to be satisfied or satisfied, (ii) prevent or materially delay the consummation of the transaction contemplated by this Agreement, (b) the failure of such party the Company, Merger Sub or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party Party to effect the Merger or any and the other transaction contemplated by transactions provided for in this Agreement not to be satisfiedsatisfied or (iii) any matter hereafter arising or discovered that, (c) receipt of any written notice if existing or known at the date hereof, would have been required to be set forth or described in a Disclosure Schedule on the receiving party from any Person alleging that date hereof or would have caused the consent or approval representations and warranties of such Person is or may be required in connection with the transactions contemplated by Party made pursuant to this Agreement not to be true, correct and the pursuit of such consent would (in the good faith determination of such party) reasonably be expected to prevent or materially delay the consummation complete as of the transactions contemplated by this Agreement date hereof or (d) receipt of any notice the date on which such matters arose or other communication from any Governmental Entity, the NYSE or NASDAQ (or any other securities market) in connection with the Mergerwere discovered; provided, however, that the delivery of any notice pursuant to this Section 5.6 will 6.9 shall not limit, cure any breach of any representation or otherwise affect any representation, warranty, covenant warranty requiring disclosure of such matter at or agreement contained in prior to the execution of this Agreement or otherwise limit or affect the remedies available hereunder to the party Party receiving such notice. The . (b) After the date of this Agreement and prior to Closing, the Company will promptly shall have notified the PUC of the State of California, and taken all necessary actions required under Applicable Laws in order to terminate the CLEC License of the Company in such State and the associated authority to conduct its business as a CLEC. (c) After the date of this Agreement and prior to Closing, the Company shall have notified the PUC of the State of Ohio, and taken all necessary actions required under Applicable Laws in order to obtain consent from the Ohio CPUC with regard to the change of control (as a result of the Merger) under the Company's certificate of public convenience. (d) To the extent permitted by Applicable Law, after the date of this Agreement and prior to Closing, the Company shall notify Parent in writing on a bi-weekly basis of any action (or threats of action) Customer Complaints classified by the FAA Company in the Ordinary Course of Business as "major" or the DOT that materially amends, modifies, suspends, revokes, terminates, cancels or withdraws any Company Permit or Company Slots"critical."

Certain Notices. From and after the date of this Agreement until the Effective Time, each party will promptly notify the other party of (a) Between the occurrencedate hereof and the Closing Date, the Company shall promptly notify Buyer of the following matters it has knowledge of: (i) the occurrence or non-occurrence, occurrence of any fact or event that would or would reasonably be reasonably likely (x) to (i) cause any representation or warranty of the Company contained in this Agreement to be untrue or inaccurate in any material respect or (y) to cause any covenant or condition to of the obligations of any party to effect the Merger or any other transaction contemplated by Company contained in this Agreement not to be complied with or satisfied or in any material respect; (ii) prevent or materially delay the consummation any failure of the transaction contemplated by this Agreement, (b) the failure of such party Company to comply with or satisfy any covenant, covenant or condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result such party or parties hereunder in any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied, material respect; (ciii) receipt of any written notice to the receiving party or other communication from any Person alleging that the consent or approval of such Person is or may be required in connection with the transactions contemplated by this Agreement or that such transactions otherwise may violate the rights of or confer remedies upon such Person; (iv) any written notice or other communication from any Government Entity in connection with the transactions contemplated by this Agreement; and (v) any actions commenced relating to the Buyer or any of its Affiliates, the Company or any Company Subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed to Buyer pursuant to this Agreement. Notwithstanding the foregoing, such notices shall not be deemed to cure, or to relieve the Company from any liability or obligation with respect to, any breach of or failure to satisfy any representation, warranty, covenant, condition or agreement made hereunder. (b) Between the date hereof and the pursuit Closing Date, Buyer will promptly notify the Company in writing of the following matters it has knowledge of: (i) the occurrence or non-occurrence of any fact or event that would reasonably be likely (x) to cause any representation or warranty of Buyer contained in this Agreement to be untrue or inaccurate in any material respect or (y) to cause any covenant or condition of Buyer contained in this Agreement not to be complied with or satisfied in any material respect; (ii) any failure of Buyer to comply with or satisfy any covenant or condition to be complied with or satisfied by such party or parties hereunder in any material respect; (iii) any written notice or other communication from any Person alleging that the consent or approval of such consent would (Person is or may be required in the good faith determination of such party) reasonably be expected to prevent or materially delay the consummation of connection with the transactions contemplated by this Agreement or that such transactions otherwise may violate the rights of or confer remedies upon such Person; and (div) receipt of any written notice or other communication from any Governmental Entity, the NYSE or NASDAQ (or any other securities market) Government Entity in connection with the Merger; providedtransactions contemplated by this Agreement. Notwithstanding the foregoing, howeversuch notices shall not be deemed to cure, that the delivery of or to relieve Buyer from any notice pursuant to this Section 5.6 will not limitliability or obligation with respect to, cure any breach of or otherwise affect failure to satisfy any representation, warranty, covenant covenant, condition or agreement contained in this Agreement or otherwise limit or affect made hereunder as of the remedies available hereunder to the party receiving such notice. The Company will promptly notify Parent of any action (or threats of action) by the FAA or the DOT that materially amends, modifies, suspends, revokes, terminates, cancels or withdraws any Company Permit or Company Slotsdate hereof.

Certain Notices. From and after Promptly upon any Responsible Officer of the date Borrower becoming aware of any of the following, a notice describing the same accompanied by a written statement by a Responsible Officer of the Borrower describing in reasonable detail the occurrence referred to therein (and, in the case of any notice under clause (i) below, describing with particularity the provisions of this Agreement until or any other Loan Document that have been breached or violated) and stating what action the Effective Time, each party will promptly notify Borrower or the other party of (a) the occurrence, applicable Subsidiary has taken or non-occurrence, of any event that would or would be reasonably likely proposes to take with respect thereto: (i) cause any condition to the obligations occurrence of any party Event of Default or Unmatured Event of Default; (ii) any dispute, litigation, investigation, proceeding or suspension that may exist at any time between the Parent, the Borrower or any Subsidiary and any Governmental Authority that could reasonably be expected to effect the Merger have a Material Adverse Effect, or any other transaction contemplated by this Agreement not to be satisfied event or (ii) prevent or materially delay the consummation of the transaction contemplated by this Agreementcondition, (b) the failure of such party to comply with or satisfy any covenantin each case, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would that could reasonably be expected to result in any condition material liability to the obligations Parent, the Borrower or any Subsidiary; (iii) any Change in Control or the occurrence of any party event or execution of any binding agreement or binding commitment which, with the passage of time, would lead to effect a Change in Control; (iv) the Merger commencement of, or any other transaction contemplated by this Agreement not to be satisfiedmaterial development in, any litigation or proceeding affecting the Parent, the Borrower or any Subsidiary (x) in which the amount of damages claimed is $5,000,000 (or its equivalent in another currency or currencies) or more, (cy) receipt of any written notice to the receiving party from any Person alleging that the consent in which injunctive or approval of such Person similar relief is or may be required in connection with the transactions contemplated by this Agreement sought and the pursuit of such consent which, if adversely determined, would (in the good faith determination of such party) reasonably be expected to prevent have a Material Adverse Effect, or materially delay (z) in which the consummation relief sought is an injunction or other stay of the transactions contemplated by performance of this Agreement or any Loan Document; (dv) receipt the occurrence of any notice ERISA Event within the time period and with such information as specified in Section 10.6(c); (vi) the preparation of any environmental audit or other communication from review with respect to the Borrower or any Governmental Entityof its Subsidiaries which indicates any violation or potential violation of any Environmental Law or which reflects any condition which could reasonably be expected to result in material liability to the Parent, the NYSE or NASDAQ (Borrower or any Subsidiary; and (vii) any other securities market) in connection with the Merger; provided, however, event or occurrence that the delivery of any notice pursuant could reasonably be expected to this Section 5.6 will not limit, cure any breach of or otherwise affect any representation, warranty, covenant or agreement contained in this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice. The Company will promptly notify Parent of any action (or threats of action) by the FAA or the DOT that materially amends, modifies, suspends, revokes, terminates, cancels or withdraws any Company Permit or Company Slotshave a Material Adverse Effect.

Certain Notices. From and after the date of this Agreement until the earlier of the Effective TimeTime or the termination of this Agreement pursuant to Section 8.1, each party will promptly notify the other party Company shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, of (a) the occurrenceany material notice or other material communication received by such Party from any Governmental Entity in connection with this Agreement, or non-occurrence, of any event that would or would be reasonably likely to (i) cause any condition to the obligations of any party to effect the Merger or any the other transaction transactions contemplated by this Agreement not to be satisfied hereby or (ii) prevent or materially delay the consummation of the transaction contemplated by this Agreement, (b) the failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied, (c) receipt of any written notice to the receiving party from any Person alleging that the consent or approval of such Person is or may be required in connection with this Agreement, the Merger or the other transactions contemplated by hereby, (b) any material claims, actions, suits, proceedings or investigations commenced or, to such Party's Knowledge, threatened against, relating to or involving or otherwise affecting such Party or any of its Subsidiaries which relate to this Agreement Agreement, the Merger or the other transactions contemplated hereby and the pursuit of (c) any fact, event or circumstance known to such consent Party that would (in the good faith determination of such party) cause or constitute, or would reasonably be expected to prevent cause or materially constitute, a breach in any material respect of such Party's representations, warranties, covenants or agreements contained herein or would prevent, delay or impede, or would reasonably be expected to prevent, delay or impede, the consummation of the transactions Merger or any other transaction contemplated by this Agreement or (d) receipt of any notice or other communication from any Governmental Entity, the NYSE or NASDAQ (or any other securities market) in connection with the MergerAgreement; provided, however, that the delivery of any notice pursuant to this Section 5.6 will 6.6 shall not limit, cure any breach of limit or otherwise affect any representationremedies available to the Party receiving such notice or prevent or cure any misrepresentations, warranty, breach of warranty or breach of covenant or agreement contained in this Agreement or otherwise limit or affect failure to satisfy the remedies available hereunder conditions to the party receiving such notice. The Company will promptly notify Parent obligations of any action (or threats of action) by the FAA or the DOT that materially amends, modifies, suspends, revokes, terminates, cancels or withdraws any Company Permit or Company SlotsParties under this Agreement.

Certain Notices. From At all times during the period commencing with the execution and after the date delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 6.1 and the Effective Time, each party will promptly notify the other party of : (a) the occurrenceThe Company shall give prompt notice to Parent upon becoming aware that any representation or warranty made by it in this Agreement qualified as to materiality or a Company Material Adverse Effect has become untrue or inaccurate in any respect, or non-occurrencethose not so qualified has become untrue or inaccurate in any material respect, or of any event that would or would be reasonably likely to (i) cause any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied or (ii) prevent or materially delay the consummation failure of the transaction contemplated by this Agreement, (b) the failure of such party Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that either of the conditions set forth in Section 5.3(a) could not be satisfied as of the Outside Date; provided, however, that (i) the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Agreement which would reasonably be expected Section 4.11(a) and (ii) the delivery of any notice pursuant to result in this Section 4.11(a) shall not cure any condition breach of any representation or warranty requiring disclosure of such matter at or prior to the obligations execution of any party to effect the Merger or any other transaction contemplated by this Agreement not or otherwise limit or affect the remedies available hereunder to be satisfied, the Party receiving such notice. (cb) receipt of any written The Company shall give prompt notice to the receiving party Parent of (i) any notice or other communication received by it from any Person third party subsequent to the date of this Agreement and prior to the Effective Time alleging any material breach of or material default under any Company Material Contract, or (ii) any notice or other communication received by the Company from any third party subsequent to the date of this Agreement and prior to the Effective Time alleging that the consent or approval of such Person third party is or may be required in connection with the transactions contemplated by this Agreement and the pursuit of such consent would (in the good faith determination of such party) reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement or (d) receipt of any notice or other communication from any Governmental Entity, the NYSE or NASDAQ (or any other securities market) in connection with the MergerAgreement; provided, however, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 4.11(b). (c) Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by it or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that (i) the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 4.11(c) and (ii) the delivery of any notice pursuant to this Section 5.6 will 4.11(c) shall not limit, cure any breach of any representation or otherwise affect any representation, warranty, covenant warranty requiring disclosure of such matter at or agreement contained in prior to the execution of this Agreement or otherwise limit or affect the remedies available hereunder to the party Party receiving such notice. The . (d) As soon as practicable after the date hereof, but in any event no later than thirty (30) days after each calendar month-end following the date of this Agreement that occurs prior to the Effective Time, the Company will promptly notify shall deliver to Parent a copy of any action the Company’s unaudited internal operating balance sheet and profit and loss statement (or threats of action) by the FAA or the DOT that materially amends, modifies, suspends, revokes, terminates, cancels or withdraws any Company Permit or Company Slotsprepared in form and substance on a basis consistent with past practice).

Certain Notices. From and after Subject to compliance with applicable Law, from the date hereof until earlier of the Closing and the termination of this Agreement until the Effective Timein accordance with its terms, each party will promptly of the Company, the Partnership and the Investor shall confer on a regular basis with each other to report on the general status of the ongoing operations of the Company and the Partnership, and each of the Company, the Partnership and the Investor shall notify the other party parties hereto of (a) the occurrence, or non-occurrencefailure to occur, of any event that would or circumstance, which occurrence or failure to occur would be reasonably likely to cause either (i) cause any condition representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied or Closing, (ii) prevent or materially delay the consummation any condition set forth in Article VII hereof to be unsatisfied in any material respect as of the transaction contemplated date by which such condition must be satisfied hereunder, (iii) any Company Material Adverse Effect, (iv) a material adverse effect on the Investor's ability to perform his obligations under this AgreementAgreement or the other Transaction Documents to which the Investor is a party, or (b) any failure by the failure Company, the Partnership or the Investor, as the case may be, or (as applicable) of such party any officer, director (or Person in a similar position), employee or agent thereof, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it pursuant to under this Agreement Agreement, which would notice shall be given by the Company, the Partnership or the Investor, as the case may be, reasonably be expected to result in any condition to the obligations promptly after it acquires knowledge of any party to effect the Merger such occurrence or any other transaction contemplated by this Agreement not to be satisfied, (c) receipt of any written notice to the receiving party from any Person alleging that the consent or approval of such Person is or may be required in connection with the transactions contemplated by this Agreement and the pursuit of such consent would (failure described in the good faith determination of such party) reasonably be expected to foregoing sentence. Nothing contained in this Section 6.1 shall prevent or materially delay the consummation any of the transactions contemplated by this Agreement parties hereto from giving such notice, using such efforts or (d) receipt of taking any action to cure or curing any such event or circumstance. No notice or other communication from any Governmental Entity, the NYSE or NASDAQ (or any other securities market) in connection with the Merger; provided, however, that the delivery of any notice given pursuant to this Section 5.6 will not limit6.1 shall have any effect on the representations, cure any breach of warranties, covenants or otherwise affect any representation, warranty, covenant or agreement agreements contained in this Agreement for purposes of determining satisfaction of any condition contained herein and shall not limit or otherwise limit or affect the remedies available hereunder to the party receiving such notice. The Company will promptly notify Parent of any action (or threats of action) by the FAA or the DOT that materially amends, modifies, suspends, revokes, terminates, cancels or withdraws any Company Permit or Company Slotshereunder.

Certain Notices. From and after the date of this Agreement until the Effective Time, each party will hereto shall promptly after obtaining knowledge thereof, notify the other party of hereto of: (a) the occurrence, occurrence or non-occurrence, occurrence of any event that that, individually or in the aggregate, would or would reasonably be reasonably likely to (i) cause any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied or (ii) prevent or materially delay the consummation of the transaction contemplated by this Agreement, satisfied; (b) the failure of such party the Company, Acquiror or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which which, individually or in the aggregate, would reasonably be expected to result in any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied, ; (c) receipt any material actions, suits, claims or proceedings with respect to the transactions contemplated by this Agreement commenced against the Company, any Company Subsidiary or Acquiror, as the case may be (and the Company shall give Acquiror the opportunity to participate in the defense and settlement of any shareholder litigation against the Company or its directors relating to this Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without Acquiror’s prior written consent (which shall not be unreasonably withheld, delayed or conditioned)); and (d) any written notice to the receiving party or other written communication from any Person alleging that the consent or approval of such Person is or may be required in connection with the transactions contemplated by this Agreement and the pursuit of such consent would (in the good faith determination of such party) reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement or (d) receipt of any notice or other communication from any Governmental Entity, the NYSE or NASDAQ (or any other securities market) in connection with the MergerAgreement; provided, however, that the delivery of any notice pursuant to this Section 5.6 will shall not limit, cure any breach of or otherwise affect any representation, warranty, covenant or agreement contained in this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice. The Company will promptly notify Parent of any action (or threats of action) by the FAA or the DOT that materially amends, modifies, suspends, revokes, terminates, cancels or withdraws any Company Permit or Company Slots.

Certain Notices. (a) From and after the date of this Agreement until the Effective TimeClosing, each party will Principal Entity shall promptly deliver notice to the other Principal Entity concerning events or circumstances occurring subsequent to the date hereof which would render any of such Principal Entity’s representations, warranties or statements in this Agreement or in its Disclosure Letter inaccurate or incomplete at any time after the date of this Agreement. No such supplemental information shall be deemed to avoid or cure any misrepresentation or breach of warranty or constitute an amendment of any representation, warranty or statement in this Agreement or in its Disclosure Letter. (b) From the date of this Agreement until the Closing, each Principal Entity shall promptly notify the other party Principal Entity of (a) the occurrence, or non-occurrence, of any event that would or would be reasonably likely to (i) cause any condition to notice or other communication received by such Party from any Governmental Authority in connection with the obligations Merger, the Transactions, or the business (including business practices or marketing) of any party to effect the Merger member of its Group or any other transaction contemplated by this Agreement not to be satisfied or (ii) prevent or materially delay the consummation of the transaction contemplated by this Agreement, (b) the failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied, (c) receipt of any written notice to the receiving party from any Person alleging that the consent or approval of such Person is or may be required in connection with the transactions contemplated by this Agreement and Merger or the pursuit Transactions, (ii) any correspondence related to any Action commenced or threatened against, relating to or involving or otherwise affecting such Principal Entity’s Group or (iii) its discovery of such consent any fact or circumstance that would (in the good faith determination of such party) reasonably be expected to prevent cause or materially delay the consummation result in any of the transactions contemplated by this Agreement conditions to the Merger set forth in Article IV not being satisfied or (d) receipt satisfaction of those conditions being materially delayed in violation of any notice or other communication from any Governmental Entity, the NYSE or NASDAQ (or any other securities market) in connection with the Mergerprovision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.6 will 3.6 shall not limit, (A) cure any breach of, or non-compliance with, any other provision of or otherwise affect any representation, warranty, covenant or agreement contained in this Agreement or otherwise (B) limit or affect the remedies available hereunder to the party Principal Entity receiving such notice. The Company will promptly notify Parent Parties agree and acknowledge that the Parties’ compliance or failure of any action (compliance with this Section 3.6 shall not be taken into account for purposes of determining whether the condition referred to in Sections 4.2(b) or threats of action) by the FAA or the DOT that materially amends4.3(b), modifiesas applicable, suspends, revokes, terminates, cancels or withdraws any Company Permit or Company Slotsshall have been satisfied.

Certain Notices. From and after the date of this Agreement until the Effective Time, each party hereto will promptly notify the other party hereto of (a) the occurrence, or non-occurrence, of any event that would or would be reasonably likely to (i) cause any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied or (ii) prevent or materially delay the consummation of the transaction contemplated by this Agreement, (b) the failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied, (c) receipt of any written notice to the receiving party from any Person alleging that the consent or approval of such Person is or may be required in connection with the transactions contemplated by this Agreement and the pursuit of such consent would (in the good faith determination of such party) reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement or (d) receipt of any notice or other communication from any Governmental Entity, the NYSE or NASDAQ (or any other securities market) in connection with the Merger; provided, however, that the delivery of any notice pursuant to this Section 5.6 5.7 will not limit, cure any breach of or otherwise affect any representation, warranty, covenant or agreement contained in this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice. The Each of the Company and Parent will promptly notify Parent the other party of any action (or threats of action) by the FAA or the DOT that materially amends, modifies, suspends, revokes, terminates, cancels or withdraws any Company Permit or Company Slots, in the case of the Company, or any Parent Permits or Parent Slots, in the case of Parent.

Certain Notices. From and after the effective date of this Agreement until the Effective Time, each party will hereto shall promptly notify the other party of hereto of: (a) the occurrence, occurrence or non-occurrence, occurrence of any event that that, individually or in the aggregate, would or would reasonably be reasonably likely to (i) cause any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied or (ii) prevent or materially delay the consummation of the transaction contemplated by this Agreement, satisfied; (b) the failure of such party the Company, Parent or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which which, individually or in the aggregate, would reasonably be expected to result in any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied, ; (c) receipt any material actions, suits, claims or proceedings with respect to the transactions contemplated by this Agreement commenced against the Company, any Company Subsidiary or Parent, as the case may be (and the Company shall give Parent the opportunity to participate in the defense and settlement of any shareholder litigation against the Company or its directors relating to this Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without Parent’s prior written consent (which shall not be unreasonably withheld, delayed or conditioned)); and (d) any written notice to the receiving party or other written communication from any Person alleging that the consent or approval of such Person is or may be required in connection with the transactions contemplated by this Agreement and the pursuit of such consent would (in the good faith determination of such party) reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement or (d) receipt of any notice or other communication from any Governmental Entity, the NYSE or NASDAQ (or any other securities market) in connection with the MergerAgreement; provided, however, that the delivery of any notice pursuant to this Section 5.6 will shall not limit, cure any breach of or otherwise affect any representation, warranty, covenant or agreement contained in this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice. The Company will promptly notify Parent of any action (or threats of action) by the FAA or the DOT that materially amends, modifies, suspends, revokes, terminates, cancels or withdraws any Company Permit or Company Slots.

Certain Notices. From and after the date of this Agreement until the Effective Time, each party will promptly notify the other party earlier to occur of (a) the Closing Date and (b) the termination of this Agreement pursuant to Section 9.01, Coyote shall promptly notify Roadrunner, and Roadrunner shall promptly notify Coyote, of (i) the occurrence, or non-occurrence, of any event that would or would reasonably be reasonably likely expected to (i) cause any condition to the obligations of any party the other Party to effect the Merger or any Transactions and the other transaction transactions contemplated by this Agreement not to be satisfied or satisfied, (ii) prevent or materially delay the consummation of the transaction contemplated by this Agreement, (b) the failure of such party Party (or, in the case of Coyote, of the Sellers) to materially comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement Agreement, which failure would reasonably be expected to result in cause any condition to the obligations of any party the other Party to effect the Merger or any Transactions and the other transaction transactions contemplated by this Agreement not to be satisfied, satisfied and (ciii) receipt the occurrence of any written notice to the receiving party from any Person alleging development that the consent has had or approval of such Person is or may be required in connection with the transactions contemplated by this Agreement and the pursuit of such consent would (in the good faith determination of such party) reasonably be expected to prevent or materially delay have, in the consummation case of Coyote, a Material Adverse Effect and, in the case of Roadrunner, a Roadrunner Material Adverse Effect, in each of case (i) through (iii), promptly upon becoming aware of the transactions contemplated by this Agreement or (d) receipt of any notice or other communication from any Governmental Entity, the NYSE or NASDAQ (or any other securities market) in connection with the Mergersame; provided, however, that the delivery of any notice pursuant to this Section 5.6 will 7.01 shall (A) not limit, cure the inaccuracy of any breach of representation or otherwise affect any representation, warranty, covenant or agreement contained in this Agreement the failure to comply with any covenant, the failure to meet any condition or otherwise limit or affect the remedies available hereunder to the party Party receiving such notice. The Company will promptly notify Parent of any action notice or (B) amend or threats of action) by supplement the FAA Coyote Disclosure Schedule or the DOT that materially amendsRoadrunner Disclosure Schedule, modifies, suspends, revokes, terminates, cancels or withdraws any Company Permit or Company Slotsas applicable.

Certain Notices. From and after the date of this Agreement until the earlier of the Effective TimeTime or the termination of this Agreement pursuant to Section 8.1, each party will promptly notify the other party Company shall give prompt written notice to Parent, and Parent shall give prompt written notice the Company, of (a) the occurrenceany material notice or other material communication received by such Party from any Governmental Entity in connection with this Agreement, or non-occurrence, of any event that would or would be reasonably likely to (i) cause any condition to the obligations of any party to effect the Merger or any the other transaction transactions contemplated by this Agreement not to be satisfied hereby or (ii) prevent or materially delay the consummation of the transaction contemplated by this Agreement, (b) the failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied, (c) receipt of any written notice to the receiving party from any Person alleging that the consent or approval of such Person is or may be required in connection with this Agreement, the Merger or the other transactions contemplated by hereby, (b) any material claims, actions, suits, proceedings or investigations commenced or, to such Party’s knowledge, threatened against, relating to or involving or otherwise affecting such Party or any of its Subsidiaries which relate to this Agreement Agreement, the Merger or the other transactions contemplated hereby and the pursuit of (c) any fact, event or circumstance known to such consent Party that would (in the good faith determination of such party) cause or constitute, or would reasonably be expected to prevent cause or materially constitute, a breach in any material respect of any such Party’s representations, warranties, covenants or agreements contained herein or would prevent, delay or impede, or would reasonably be expected to prevent, delay or impede, the consummation of the transactions Merger or any other transaction contemplated by this Agreement or (d) receipt of any notice or other communication from any Governmental Entity, the NYSE or NASDAQ (or any other securities market) in connection with the MergerAgreement; provided, however, that the delivery of any notice pursuant to this Section 5.6 will 6.6 shall not limit, cure any breach of limit or otherwise affect any representationremedies available to the Party receiving such notice or prevent or cure any misrepresentations, warranty, breach of warranty or breach of covenant or failure to satisfy the conditions to the obligations of the Parties under this Agreement. This Section 6.6 shall not constitute a covenant or agreement contained in this Agreement for purposes of Sections 7.2.2 or otherwise limit or affect the remedies available hereunder to the party receiving such notice. The Company will promptly notify Parent of any action (or threats of action) by the FAA or the DOT that materially amends, modifies, suspends, revokes, terminates, cancels or withdraws any Company Permit or Company Slots7.2.3.

Certain Notices. (a) From and after the date of this Agreement until the Effective TimeClosing, each party will the Company and the Buyer shall promptly notify the each other party orally and in writing of (a) the occurrence, any notice or non-occurrence, of any event that would or would be reasonably likely to (i) cause any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied or (ii) prevent or materially delay the consummation of the transaction contemplated by this Agreement, (b) the failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied, (c) receipt of any written notice to the receiving party communication from any Person alleging that the consent or approval Consent of such Person is or may be required in connection with the Acquisition and the other transactions contemplated by this Agreement, (b) any Proceedings commenced or, to the Knowledge of the Company or the Knowledge of the Buyer, as the case may be, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that, if pending on the date of this Agreement, would have been required to be disclosed pursuant to ARTICLE IV and ARTICLE V, or that relate to the transactions contemplated by this Agreement, (c) in the case of the Company, any customer, supplier, vendor, distributor or employee threatening any material modification or change in, or termination of, business or other relationship with the FS Business and (d) in the case of the Company, any event, occurrence, state of facts, change, circumstance or effects known to it that (i) individually or taken together with all other events, occurrences, state of facts, changes, circumstances and effects known to it, has had, or would reasonably be expected to have, a Material Adverse Effect or (ii) would result in, or would reasonably be expected to result in, any of the conditions to the Acquisition set forth in ARTICLE IX not being satisfied or which would adversely affect, in any material respect, the ability of the parties to consummate the Acquisition and the other transactions contemplated by this Agreement on a timely basis. (b) The Buyer shall give prompt notice to the Company if, following the date hereof and before the pursuit Closing, the Buyer determines to assume additional Contracts, other than Customer/Distributor Contracts and leases of real property, used in or necessary for the conduct of the FS Business as currently conducted and as currently contemplated by the Company to be conducted (any such consent would (written Contracts to be included in the good faith determination definition of such party) reasonably be expected to prevent or materially delay “Assigned Contracts” upon notice from the consummation of the transactions contemplated by this Agreement or (d) receipt of any notice or other communication from any Governmental Entity, the NYSE or NASDAQ (or any other securities market) in connection with the Merger; provided, however, that the delivery of any notice pursuant to this Section 5.6 will not limit, cure any breach of or otherwise affect any representation, warranty, covenant or agreement contained in this Agreement or otherwise limit or affect the remedies available hereunder Buyer to the party receiving such notice. The Company will promptly notify Parent of any action (or threats of action) by the FAA or the DOT that materially amends, modifies, suspends, revokes, terminates, cancels or withdraws any Company Permit or Company SlotsCompany).

Certain Notices. From and after Promptly upon any Responsible Officer of the date Borrower becoming aware of any of the following, a notice describing the same accompanied by a written statement by a Responsible Officer of the Borrower describing in reasonable detail the occurrence referred to therein (and, in the case of any notice under clause (i) below, describing with particularity the provisions of this Agreement until or any other Loan Document that have been breached or violated) and stating what action the Effective Time, each party will promptly notify Borrower or the other party of (a) the occurrence, applicable Subsidiary has taken or non-occurrence, of any event that would or would be reasonably likely proposes to take with respect thereto: (i) cause any condition to the obligations occurrence of any party Event of Default or Unmatured Event of Default; (ii) any dispute, litigation, investigation, proceeding or suspension that may exist at any time between the Borrower or any Subsidiary and any Governmental Authority that could reasonably be expected to effect the Merger have a Material Adverse Effect, or any other transaction contemplated by this Agreement not to be satisfied event or (ii) prevent or materially delay the consummation of the transaction contemplated by this Agreementcondition, (b) the failure of such party to comply with or satisfy any covenantin each case, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would that could reasonably be expected to result in any condition material liability to the obligations Borrower or any Subsidiary; (iii) any Change in Control or the occurrence of any party event or execution of any binding agreement or binding commitment which, with the passage of time, would lead to effect a Change in Control; (iv) the Merger commencement of, or any other transaction contemplated by this Agreement not to be satisfiedmaterial development in, any litigation or proceeding affecting the Borrower or any Subsidiary (x) in which the amount of damages claimed is $10,000,000 (or its equivalent in another currency or currencies) or more, (cy) receipt of any written notice to the receiving party from any Person alleging that the consent in which injunctive or approval of such Person similar relief is or may be required in connection with the transactions contemplated by this Agreement sought and the pursuit of such consent which, if adversely determined, would (in the good faith determination of such party) reasonably be expected to prevent have a Material Adverse Effect, or materially delay (z) in which the consummation relief sought is an injunction or other stay of the transactions contemplated by performance of this Agreement or any Loan Document; (dv) receipt the occurrence of any notice ERISA Event and with such information as specified in Section 10.6(c); (vi) the preparation of any environmental audit or other communication from any Governmental Entity, review with respect to the NYSE or NASDAQ (Borrower or any other securities market) in connection with the Merger; provided, however, that the delivery of its Subsidiaries which indicates any violation or potential violation of any notice pursuant Environmental Law or which reflects any condition which could reasonably be expected to this Section 5.6 will not limit, cure any breach of or otherwise affect any representation, warranty, covenant or agreement contained result in this Agreement or otherwise limit or affect the remedies available hereunder material liability to the party receiving such notice. The Company will promptly notify Parent of Borrower or any action Subsidiary; and (vii) any other event or threats of action) by the FAA or the DOT occurrence that materially amends, modifies, suspends, revokes, terminates, cancels or withdraws any Company Permit or Company Slotscould reasonably be expected to have a Material Adverse Effect.

Certain Notices. From Promptly (and in any event within five Business Days, except as set forth in clause (e) below) give notice to the Administrative Agent and each Lender (with respect to clauses (a) through (c) and (f)) and to the Administrative Agent (with respect to clauses (d) and (e)) after the date of this Agreement until the Effective Time, each party will promptly notify the other party of any Responsible Officer obtains knowledge of:  (a) the occurrence, or non-occurrence, occurrence of any event that would Default or would be reasonably likely to Event of Default; (b) any (i) cause default or event of default under any condition to the obligations Contractual Obligation of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied Group Member or (ii) prevent litigation, investigation or materially delay proceeding that may exist at any time between any Group Member and any Governmental Authority, that in either case, if not cured or if adversely determined, as the consummation case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding affecting any Group Member (i) which is reasonably likely to be adversely decided and, if adversely decided, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, (ii) in which any material injunctive or similar relief is sought or (iii) which relates to any Loan Document; 57 (d) the following events, as soon as possible and in any event within 30 days after the Borrower knows or has reason to know thereof: (i) the occurrence of any Reportable Event with respect to any Single Employer Plan that is likely to result in material liability to the Group Members; the failure of Borrower, any Group Member or any Commonly Controlled Entity to make any required contribution to a Plan; the determination that any Single Employer Plan is in “at risk” status; the creation of any Lien against Borrower, any Group Member or any Commonly Controlled Entity with respect to a Single Employer Plan in favor of the transaction contemplated PBGC or such a Plan; or any withdrawal by this AgreementBorrower, any Group Member or any Commonly Controlled Entity from, or the termination of, any Single Employer Plan; (bii) the failure of Borrower, any Group Member or any Commonly Controlled Entity to make any required contribution to a Multiemployer Plan; any withdrawal of Borrower, any Group Member or any Commonly Controlled Entity from, or termination of, any Multiemployer Plan; or the receipt by Borrower, any Group Member, or any Commonly Controlled Entity of (A) any notice concerning the Insolvency of, any Multiemployer Plan or (B) a determination that any such party Multiemployer Plan is in “endangered” or “critical” status; or (iii) the institution of proceedings or the taking of any other action by the PBGC against the Borrower, any Group Member, any Commonly Controlled Entity, or any Multiemployer Plan with respect to comply (A) any withdrawal from, or termination of, any Plan or Multiemployer Plan or (B) the Insolvency of any Multiemployer Plan; (e) upon reasonable request of the Administrative Agent and promptly following receipt thereof from the administrator or sponsor of the applicable Multiemployer Plan, copies of any documents or notices described in Sections 101(k) or 101(l) of ERISA that Borrower, any Group Member or any Commonly Controlled Entity may request with respect to any Multiemployer Plan; and (f) any development or satisfy any covenant, condition event that has had or agreement to be complied with or satisfied by it pursuant to this Agreement which would could reasonably be expected to result in any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied, (c) receipt of any written notice to the receiving party from any Person alleging that the consent or approval of such Person is or may be required in connection with the transactions contemplated by this Agreement and the pursuit of such consent would (in the good faith determination of such party) reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement or (d) receipt of any notice or other communication from any Governmental Entity, the NYSE or NASDAQ (or any other securities market) in connection with the Merger; provided, however, that the delivery of any have a Material Adverse Effect. Each notice pursuant to this Section 5.6 will not limit, cure any breach 6.7 shall be accompanied by a statement of or otherwise affect any representation, warranty, covenant or agreement contained in this Agreement or otherwise limit or affect a Responsible Officer setting forth details of the remedies available hereunder occurrence referred to therein and stating what action the party receiving such notice. The Company will promptly notify Parent of any action (or threats of action) by the FAA or the DOT that materially amends, modifies, suspends, revokes, terminates, cancels or withdraws any Company Permit or Company Slotsrelevant Group Member proposes to take with respect thereto.

Certain Notices. From and after the date of this Agreement until the Effective Time, each party will promptly notify the other party of (a) Between the occurrencedate hereof and the Closing Date, each of the Shareholders (but only with respect to such Shareholder's obligations under this Agreement) and the Company shall promptly notify Purchaser of the following matters it has knowledge of: (i) the occurrence or non-occurrence, occurrence of any fact or event that would or would reasonably be reasonably likely (x) to (i) cause any condition to representation or warranty of the obligations of Company or any party to effect the Merger Shareholder contained in this Agreement or any other transaction contemplated by Transaction Document to be untrue or inaccurate in any material respect or (y) to cause any covenant or condition of the Company or the Shareholders contained in this Agreement or any other Transaction Document not to be complied with or satisfied or in any material respect; (ii) prevent or materially delay the consummation any failure of the transaction contemplated by this Agreement, (b) the failure of such party Company or any Shareholder to comply with or satisfy any covenant, covenant or condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result such party or parties hereunder or under any other Transaction Document in any condition to the obligations of material respect; (iii) any party to effect the Merger notice or any other transaction contemplated by this Agreement not to be satisfied, (c) receipt of any written notice to the receiving party communication from any Person alleging that the consent Consent or approval of such Person is or may be required in connection with the transactions contemplated by this Agreement and or the pursuit other Transaction Documents or that such transactions otherwise may violate the rights of or confer remedies upon such consent would Person; (in the good faith determination of such partyiv) reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement or (d) receipt of any notice or other communication from any Governmental Entity, the NYSE or NASDAQ (or any other securities market) Entity in connection with the Mergertransactions contemplated by this Agreement or the other Transaction Documents; providedand (v) any actions commenced relating to the Shareholders, howeverPurchaser or any of its Affiliates, that the delivery Company or any Covered Company that, if pending on the date of any notice this Agreement, would have been required to have been disclosed to Purchaser pursuant to this Section 5.6 will Agreement. Notwithstanding the foregoing, such notices shall not limitbe deemed to cure, cure or to relieve the Shareholders or their Affiliates from any liability or obligation with respect to, any breach of or otherwise affect failure to satisfy any representation, warranty, covenant covenant, condition or agreement made hereunder or under any other Transaction Document. The Company shall furnish to Purchaser copies of all reports filed by the Company with the SEC on or after the date hereof. (b) Between the date hereof and the Closing Date, Purchaser will promptly notify the Company in writing of the following matters it has knowledge of: (i) the occurrence or non-occurrence of any fact or event that would reasonably be likely (x) to cause any representation or warranty of Purchaser contained in this Agreement or otherwise limit any other Transaction Document to be untrue or affect inaccurate in any material respect or (y) to cause any covenant or condition of Purchaser contained in this Agreement or any other Transaction Document not to be complied with or satisfied in any material respect; (ii) any failure of Purchaser to comply with or satisfy any covenant or condition to be complied with or satisfied by such party or parties hereunder or under any other Transaction Document in any material respect; (iii) any notice or other communication from any Person alleging that the remedies available hereunder to Consent or approval of such Person is or may be required in connection with the party receiving such notice. The Company will promptly notify Parent of any action (or threats of action) transactions contemplated by the FAA this Agreement or the DOT other Transaction Documents or that materially amendssuch transactions otherwise may violate the rights of or confer remedies upon such Person; and (iv) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement or the other Transaction Documents. Notwithstanding the foregoing, modifiessuch notices shall not be deemed to cure, suspendsor to relieve Purchaser from any liability or obligation with respect to, revokesany breach of or failure to satisfy any representation, terminateswarranty, cancels covenant, condition or withdraws agreement made hereunder or under any Company Permit or Company Slotsother Transaction Document as of the date hereof.

Certain Notices. From Promptly (and in any event within five Business Days, except as set forth in clause (e) below) give notice to the Administrative Agent and each Lender (with respect to clauses (a) through (c) and (f)) and to the Administrative Agent (with respect to clauses (d) and (e)) after the date of this Agreement until the Effective Time, each party will promptly notify the other party of any Responsible Officer obtains knowledge of: (a) the occurrence, or non-occurrence, occurrence of any event that would Default or would be reasonably likely to Event of Default; (b) any (i) cause default or event of default under any condition to the obligations Contractual Obligation of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied Group Member or (ii) prevent litigation, investigation or materially delay proceeding that may exist at any time between any Group Member and any Governmental Authority, that in either case, if not cured or if adversely determined, as the consummation case may be, could reasonably be expected to have a Material Adverse Effect; (c) any litigation or proceeding affecting any Group Member (i) which is reasonably likely to be adversely decided and, if adversely decided, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, (ii) in which any material injunctive or similar relief is sought or (iii) which relates to any Loan Document; (d) the following events, as soon as possible and in any event within 30 days after the Borrower knows or has reason to know thereof: (i) the occurrence of any Reportable Event with respect to any Single Employer Plan that is likely to result in material liability to the Group Members; the failure of Borrower, any Group Member or any Commonly Controlled Entity to make any required contribution to a Plan; the determination that any Single Employer Plan is in “at risk” status; the creation of any Lien against Borrower, any Group Member or any Commonly Controlled Entity with respect to a Single Employer Plan in favor of the transaction contemplated PBGC or such a Plan; or any withdrawal by this AgreementBorrower, any Group Member or any Commonly Controlled Entity from, or the termination of, any Single Employer Plan; (bii) the failure of Borrower, any Group Member or any Commonly Controlled Entity to make any required contribution to a Multiemployer Plan; any withdrawal of Borrower, any Group Member or any Commonly Controlled Entity from, or termination of, any Multiemployer Plan; or the receipt by Borrower, any Group Member, or any Commonly Controlled Entity of (A) any notice concerning the Reorganization or Insolvency of, any Multiemployer Plan or (B) a determination that any such party Multiemployer Plan is in “endangered” or “critical” status; or (iii) the institution of proceedings or the taking of any other action by the PBGC against the Borrower, any Group Member, any Commonly Controlled Entity, or any Multiemployer Plan with respect to comply (A) any withdrawal from, or termination of, any Plan or Multiemployer Plan or (B) the Reorganization or Insolvency of any Multiemployer Plan; (e) upon reasonable request of the Administrative Agent and promptly following receipt thereof from the administrator or sponsor of the applicable Multiemployer Plan, copies of any documents or notices described in Sections 101(k) or 101(l) of ERISA that Borrower, any Group Member or any Commonly Controlled Entity may request with respect to any Multiemployer Plan; and (f) any development or satisfy any covenant, condition event that has had or agreement to be complied with or satisfied by it pursuant to this Agreement which would could reasonably be expected to result in any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied, (c) receipt of any written notice to the receiving party from any Person alleging that the consent or approval of such Person is or may be required in connection with the transactions contemplated by this Agreement and the pursuit of such consent would (in the good faith determination of such party) reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement or (d) receipt of any notice or other communication from any Governmental Entity, the NYSE or NASDAQ (or any other securities market) in connection with the Merger; provided, however, that the delivery of any have a Material Adverse Effect. Each notice pursuant to this Section 5.6 will not limit, cure any breach 6.7 shall be accompanied by a statement of or otherwise affect any representation, warranty, covenant or agreement contained in this Agreement or otherwise limit or affect a Responsible Officer setting forth details of the remedies available hereunder occurrence referred to therein and stating what action the party receiving such notice. The Company will promptly notify Parent of any action (or threats of action) by the FAA or the DOT that materially amends, modifies, suspends, revokes, terminates, cancels or withdraws any Company Permit or Company Slotsrelevant Group Member proposes to take with respect thereto.

Certain Notices. From and after the date of this Agreement until the Effective Timeearlier of the Xxxxxxx Closing or the termination of this Agreement in accordance with its terms, each party will promptly notify unless prohibited by applicable Law, the other party Company shall give prompt notice to Xxxxxxx and Xxxxxxxxx Xxxxxx if any of the following occur: (a) the occurrence, or non-occurrence, of any event that would or would be reasonably likely to (i) cause any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied or (ii) prevent or materially delay the consummation of the transaction contemplated by this Agreement, (b) the failure of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied, (c) receipt of any written notice to the receiving party in writing from any Person alleging that the consent or approval of of, filings with, license from, permit or authorization of, declaration of, registration with, or notices to, such Person is or may be required in connection with the transactions contemplated by this Agreement and the pursuit of such consent would (in the good faith determination of such party) reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement Transactions; or (db) receipt by the Company, any of its Subsidiaries or any of their respective Representatives of any material notice or other communication from any Governmental Entity, Entity related to the NYSE or NASDAQ (or any other securities market) Transactions on the terms and subject to the conditions set forth in connection with the Merger; provided, however, that the delivery of any this Agreement. Any notice pursuant to this Section 5.6 will 5.12 shall not limitaffect, cure any breach of modify or otherwise affect limit any representationother covenant, warranty, covenant agreement representation or agreement warranty contained in this Agreement Agreement. Notwithstanding the foregoing, each Investor shall have the right, at any time and from time to time, to elect to not receive any notice or otherwise limit or affect the remedies available hereunder other information that contains any material non-public information with respect to the party receiving Company or any of its securities that the Company or any other Investors are otherwise required to deliver pursuant to this Agreement by delivering to the Company and the other Investors a written statement signed by such noticeInvestor stating that such Investor does not want to receive such notice or information (an “ MNPI Opt-Out Request”), in which case and notwithstanding anything to the contrary in this Agreement, the Company and each other Investor shall not be required to, and shall not, deliver any such notice or information required to be provided to such Investor. The An MNPI Opt-Out Request shall remain in effect indefinitely unless an Investor who previously has delivered an MNPI Opt-Out Request to the Company will promptly notify Parent revokes such request, which an Investor may do at any time, and there shall be no limit on the ability of any action (or threats of action) by the FAA or the DOT that materially amends, modifies, suspends, revokes, terminates, cancels or withdraws any Company Permit or Company Slotsan Investor to issue and revoke subsequent MNPI Opt-Out Requests.

Certain Notices. From (a) Purchaser shall give prompt notice to the Company, and after the date of this Agreement until the Effective TimeCompany shall give prompt notice to Purchaser, each party will promptly notify the other party of (ai) the occurrence, or non-occurrence, of any event that would the occurrence or non-occurrence of which would be reasonably likely to (i) cause any condition to the obligations of any party to effect the Merger representation or any other transaction contemplated by warranty contained in this Agreement not to be satisfied materially untrue or inaccurate, and (ii) prevent or materially delay the consummation of the transaction contemplated by this Agreement, (b) the any failure of such party Purchaser, any Purchaser Subsidiary or the Company, as the case may be, materially to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to effect the Merger or any other transaction contemplated by this Agreement not to be satisfied, (c) receipt of any written notice to the receiving party from any Person alleging that the consent or approval of such Person is or may be required in connection with the transactions contemplated by this Agreement and the pursuit of such consent would (in the good faith determination of such party) reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement or (d) receipt of any notice or other communication from any Governmental Entity, the NYSE or NASDAQ (or any other securities market) in connection with the Mergerhereunder; provided, however, that the delivery of any notice pursuant to this Section 5.6 will 4.07 shall not limit, cure any breach of limit or otherwise affect any representation, warranty, covenant or agreement contained in this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice. The ; and provided, further, that failure to give such notice shall not be treated as a breach of covenant for the purposes of Sections 7.01(c) and 7.02(c) unless the failure to give such notice results in a Material Adverse Effect on the other party. (b) Each of Purchaser and the Company will promptly notify Parent shall give prompt notice to the other of: (i) any material notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or other transactions contemplated by this Agreement; (ii) any action material notice or other communication from any governmental entity in connection with the Merger or other transactions contemplated by this Agreement; (iii) any Legal Proceeding relating to or threats of action) by the FAA involving or otherwise affecting Purchaser, any Purchaser Subsidiary, Merger Sub or the DOT Company that materially amendsrelates to the Merger or other transactions contemplated by this Agreement; (iv) the occurrence of a default or event that, modifieswith notice or lapse of time or both, suspendsis reasonably likely to become a default under a Material Contract; and (v) any change that would be considered reasonably likely to result in a Material Adverse Effect, revokesor is likely to impair in any material respect the ability of either Purchaser or the Company to consummate the transactions contemplated by this Agreement; provided, terminates, cancels or withdraws any Company Permit or Company Slotsthat failure to give such notice shall not be treated as a breach of covenant for the purposes of Sections 7.01(c) and 7.02(c) unless the failure to give such notice results in a Material Adverse Effect on the other party.