Common use of Notice of Certain Events Clause in Contracts

Notice of Certain Events. (a) From the date hereof until the Closing, Seller shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including in connection with the transactions contemplated by this Agreement; and (iv) any Action commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller or the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.17 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 5.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.18.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller Each Party shall promptly notify Buyer in writing the other Parties of: (i) any factevent, circumstance, event condition or action the existence, occurrence or taking of which (A) development that has had, or could reasonably be expected to have, individually or resulted in the aggregateinaccuracy or breach of any representation or warranty, a Material Adverse Effect, (B) has resulted in, covenant or could agreement contained in this Agreement made by or to be complied with by such notifying Party at any time during the term hereof and that would reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of in any of the conditions set forth in Section 9.2 Article VI not to be satisfied; provided, however, that no such notification shall be deemed to cure any such breach of or inaccuracy in such notifying Party’s representations and warranties or covenants and agreements or in the ETE Disclosure Schedule or the ETP Disclosure Schedule for any purpose under this Agreement and no such notification shall limit or otherwise affect the remedies available to the other Parties; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreementthe Transaction Documents; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreementthe Transaction Documents; and (iv) any Action Proceedings commenced or, that would be reasonably expected to Seller’s Knowledge, threatened against, relating to prevent or involving or otherwise affecting Seller that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 or that relates to materially delay the consummation of the transactions contemplated by this Agreementthe Transaction Documents or materially impair the notifying Party’s ability to perform its obligations under the Transaction Documents. (b) Buyer’s receipt ETE shall promptly (and in any event within 24 hours) notify and provide ETP with a copy of information any notice or other communication received or sent by ETE and its Affiliates pursuant to this Section 8.5 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure SchedulesSigma Merger Agreement.

Notice of Certain Events. (a) From the date hereof until the ClosingSubject to applicable Law, Seller each Party shall promptly notify Buyer in writing the other Parties of: (i) any factevent, circumstance, event condition or action the existence, occurrence or taking of which (A) development that has had, or could reasonably be expected to have, individually or resulted in the aggregateinaccuracy or breach of any representation or warranty, a Material Adverse Effect, (B) has resulted in, covenant or could agreement contained in this Agreement made by or to be complied with by such notifying Party at any time during the term hereof and that would reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of in any of the conditions set forth in Section 9.2 Article VI not to be satisfiedsatisfied and which notice shall identify the applicable representation or warranty, covenant or agreement and disclosure schedule, if any, for which such breach or inaccuracy relates; provided, however, that no such notification shall be deemed to cure any such breach of or inaccuracy in such notifying Party’s representations and warranties or covenants and agreements or in the Contributor Disclosure Schedule or the Acquirer Disclosure Schedule, as the case may be, for any purpose under this Agreement and no such notification shall limit or otherwise affect the remedies available to the other Parties; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreementthe Transaction Agreements; (iii) subject to Section 5.4, any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreementthe Transaction Agreements; andor (iv) any Action Proceedings commenced or, that would be reasonably expected to Seller’s Knowledge, threatened against, relating to prevent or involving or otherwise affecting Seller that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 or that relates to materially delay the consummation of the transactions contemplated by this Agreementthe Transaction Agreements or materially impair the notifying Party’s ability to perform its obligations thereunder. (b) Buyer’s receipt of information pursuant to this Section 8.5 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, each of Seller and SED shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller or SED hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller Seller, SED or any member of the Company Group that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.18 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 5.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller or SED in this Agreement (including Section 10.18.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller the Company shall promptly notify Buyer in writing of: (i) any fact, circumstance, event event, or action action, the existence, occurrence occurrence, or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller the Company or the Members hereunder not being true and correct correct, (C) has resulted in, or could reasonably be expected to result in a breach of this Article V or (CD) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.1 or Section 7.2 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of of, or any notice or payment to, such Person is or may be required in connection with the transactions contemplated by this Agreementhereby; (iii) any notice or other communication from any Governmental Authority, including Entity in connection with the transactions contemplated by this Agreementhereby; and (iv) any Action Any Proceedings commenced or, to Seller’s Knowledge, or threatened against, relating to or involving or otherwise affecting Seller the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 in the Schedules or that relates to the consummation of the transactions contemplated by this Agreementhereby. (b) Buyer’s receipt Within 15 calendar days of information pursuant the end of each month, the Company shall deliver (or cause to this be delivered) to Buyer the applicable financial statements of the Company with respect to each such monthly period and a certificate of an officer of the Company certifying that such financial statements meet the standards set forth in Section 8.5 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules3.4(a).

Notice of Certain Events. Each party hereto shall promptly notify the other party hereto of (a) From the date hereof until the Closingany event, Seller shall promptly notify Buyer in writing of: (i) any condition, fact, circumstance, event occurrence, transaction or action the existence, occurrence or taking other item of which such party becomes aware prior to the Closing that would constitute a violation or breach of the Transaction Documents (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, breach of any representation or warranty made by Seller hereunder not being true and correct contained herein or (Ctherein) has resulted inor, or could reasonably be expected if the same were to result incontinue to exist as of the Closing Date, would constitute the failure non-satisfaction of any of the conditions set forth in Section 9.2 to be satisfied; 1.2 hereof, and (iib) any notice event, condition, fact, circumstance, occurrence, transaction or other communication from any Person alleging that the consent item of which such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including in connection with the transactions contemplated by this Agreement; and (iv) any Action commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller that, if pending on the date of this Agreement, party becomes aware which would have been required to have been disclosed pursuant to Section 6.19 or that relates to the consummation terms of the transactions contemplated by this Agreement. (b) Buyer’s receipt Transaction Documents had such event, condition, fact, circumstance, occurrence, transaction or other item existed as of information the date hereof; provided, that delivery of any notice pursuant to this Section 8.5 3.5 shall not operate as a waiver modify the representatives, warranties, covenants, agreements or otherwise affect obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement. The Company shall promptly notify the Investor of any representationAction that is threatened or initiated by or on behalf of any shareholder of the Company in connection with or relating to the transactions contemplated hereby, warranty or agreement given or made by Seller in this Agreement (including Section 10.1) which case the Company shall consult with the Investor and keep the Investor informed of all material filings and developments relating to any such Action. Notwithstanding the foregoing, neither party shall not be deemed required to amend or supplement the Disclosure Schedulestake any action that would jeopardize such party’s attorney-client privilege.

Notice of Certain Events. (a) From the date hereof until the First Closing, the Seller shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by the Seller hereunder not being true and correct or (CB) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to the Seller’s Knowledge, threatened against, relating to to, or involving or otherwise affecting Seller any Seller, the Company, or any Subsidiary that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.14 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 5.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.18.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller the Company shall promptly notify Buyer Parent in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller the Company hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 8.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Sellerthe Company’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.16 or that relates to the consummation of the transactions contemplated by this Agreement. (b) BuyerParent’s receipt of information pursuant to this Section 8.5 6.03 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller the Company in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Business, the Purchased Assets or the Assumed Liabilities that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 4.16 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 6.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.18.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From The Company shall notify the date hereof until Buyer, and the Closing, Seller Buyer shall promptly notify Buyer in writing the Company, of: (i) any fact, circumstance, event or action the existence, occurrence or taking receipt of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iiiii) receipt of any notice or other communication from any Governmental Authority, including Entity in connection with the transactions contemplated by this Agreement; and; (iviii) receipt of notice that any Action action, suit, claim, investigation or proceeding has been commenced or, to Seller’s Knowledgethe knowledge of the Company, threatened againstthreatened, relating to against or involving the Company, any Subsidiary or otherwise affecting Seller thatthe Buyer, as applicable, which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 2.18 or that which relates to the consummation of the transactions contemplated by this Agreement.; (biv) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of it (and, in the case of the Buyer’s receipt , of information Buyer Subsidiary) contained in this Agreement to be untrue or inaccurate; and (v) any failure of the Company, the Buyer or Buyer Subsidiary, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 8.5 6.13 shall not operate as a waiver limit or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.1) and shall not be deemed the remedies available to amend or supplement the Disclosure Schedulesparty receiving such notice.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller Target Company shall promptly notify Buyer the other Parties in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (Aa) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (Bb) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller the Target Company hereunder not being true and correct or (Cc) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.2 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Sellerthe Target Company’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Target Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.17 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt Holdings and AIRO Group shall provide prompt written notice to Target Company when any of the Other Business Combination Party Agreements are executed and closed, or if there is any material breach, material amendment, or termination of such Other Business Combination Agreements. (c) Receipt of information by the other Parties pursuant to this Section 8.5 5.5 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller the Target Company in this Agreement (including Section 10.1Sections 8.2 and 9.1(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller each party shall promptly notify Buyer the other party in writing of: (i) any fact, circumstance, event event, or action the existence, occurrence occurrence, or taking of which (A) has had, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could would reasonably be expected to result in, any representation or warranty made by Seller such party hereunder not being true and correct in any material respect or (C) has resulted in, or could would reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 or Section 7.03 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s KnowledgeKnowledge or Buyer’s knowledge, threatened against, relating to to, or involving or otherwise affecting Seller the Business, the Purchased Assets, or the Assumed Liabilities that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 4.16 or Section 5.05 or that relates relate to the consummation of the transactions contemplated by this Agreement. (b) BuyerA party’s receipt of information pursuant to this Section 8.5 6.04 shall not operate as a waiver or otherwise affect any representation, warranty warranty, or agreement given or made by Seller such party in this Agreement (including Section 10.18.02, Section 8.03, Section 9.01(b), or Section 9.01(c)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller Daily Engage and the Members shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller Daily Engage and/or a Member hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 6.1 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Entity in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s Knowledgethe knowledge of Daily Engage or any Member, threatened against, relating to or involving or otherwise affecting Seller Daily Engage that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s 's receipt of information pursuant to this Section 8.5 6.4 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller Daily Engage or the Members in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Daily Engage Disclosure SchedulesSchedule.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller the Company shall promptly notify Buyer Parent in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller the Company hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Sellerthe Company’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.17 or that relates to the consummation of the transactions contemplated by this Agreement. (b) BuyerParent’s receipt of information pursuant to this Section 8.5 5.05 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller the Company in this Agreement (including Section 10.18.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct in any material respect or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller or the Public Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.17 or that relates relate to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 5.05 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.18.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From During the date hereof until the ClosingInterim Period, Seller shall promptly notify Buyer in writing Purchaser of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 to be satisfied; (iia) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this AgreementTransaction; (iiib) any notice or other communication from any Governmental Authority, including Authority (i) delivered in connection with the transactions contemplated by this Agreement; andTransaction or (ii) indicating that a Permit is revoked or about to be revoked or that a Permit is required in any jurisdiction in which such Permit has not been obtained, which revocation or failure to obtain has had or would reasonably be expected to have a Material Adverse Effect; (ivc) any Action actions, suits, claims, investigations or proceedings commenced or, to Seller’s its Knowledge, threatened against, relating to or involving or otherwise affecting Seller any Acquired Company, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 Sections 3.11 or 3.14, as the case may be, or that relates relate to the consummation of the transactions contemplated by this Agreement.Transaction; (bd) Buyer’s receipt any inaccuracy in or breach of information pursuant to this Section 8.5 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given covenant contained in this Agreement; and (e) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Article 8 impossible or unlikely. No such notice shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by Seller in this Agreement Agreement, or (including Section 10.1ii) and shall not be deemed to amend or supplement determining whether any of the Disclosure Schedulesconditions set forth in Article 8 has been satisfied.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller Sellers shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by a Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 8.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s Sellers’ Knowledge, threatened against, relating to or involving or otherwise affecting Seller Party or the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.17 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s 's receipt of information pursuant to this Section 8.5 6.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by any Seller Party in this Agreement (including without limitation Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules.9.02

Notice of Certain Events. (a) From During the period of time beginning on the date hereof until the Closingearlier of the Closing or the termination of this Agreement in accordance with ARTICLE IX, Seller upon becoming aware thereof, (a) the Company shall promptly notify Buyer in writing of: Parent of (i) the occurrence of any factchange, circumstanceevent, event effect or action the existence, occurrence or taking of which (A) has hadconstitutes, or could might reasonably be expected to have, individually or in the aggregateconstitute, a Company Material Adverse EffectEffect and (ii) any Proceeding to which it is a party that, if adversely determined would prevent, materially delay or materially impede the ability of the Company to consummate the transactions contemplated by this Agreement, and (Bb) has resulted inParent shall promptly notify the Company of (i) the occurrence of any change, event, effect or occurrence which constitutes, or could might reasonably be expected to result inconstitute, a Parent Material Adverse Effect and (ii) any representation Proceeding to which any Parent Party is a party that, if adversely determined, would prevent, materially delay or warranty made materially impede the ability of any Parent Party to consummate the transactions contemplated by Seller this Agreement. The delivery of any notice pursuant to this Section 7.5 shall in no circumstance be deemed to (x) modify the representations, warranties, covenants or agreements hereunder not being true and correct or of the party delivering such notice; (Cy) has resulted in, or could reasonably be expected to result in, the failure of modify any of the conditions set forth in Section 9.2 to be satisfied; ARTICLE VIII; or (iiz) cure or prevent any notice misrepresentation, inaccuracy, untruth or other communication from any Person alleging that the consent breach of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including in connection with the transactions contemplated by this Agreement; and (iv) any Action commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 shall not operate as a waiver or otherwise affect any representation, warranty warranty, covenant or agreement given or made by Seller set forth in this Agreement (including Section 10.1) and shall not be deemed or any Additional Agreement or failure to amend or supplement the Disclosure Schedulessatisfy any condition set forth in ARTICLE VIII.

Notice of Certain Events. (a) From the date hereof until the ClosingClosing Date, Seller Equity Holders shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action action, the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect on the Company or its Business, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller Equity Holder hereunder not being materially true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 2.2 to be satisfied;; and (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including in connection with the transactions contemplated by this Agreement; and (iv) any Action actions commenced or, to Seller’s Equity Holders’ Knowledge, threatened against, against the Company relating to or involving or otherwise affecting Seller the Business or the assets or properties of the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 4.8 or that directly relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller Equity Holders in this Agreement (including Section 10.1) and shall not be deemed to Agreement, unless the Equity Holders amend or supplement the applicable Disclosure SchedulesSchedules by written notice to Buyer.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller the Company shall promptly notify Buyer Parent in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller the Company hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 herein to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Sellerthe Company’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 this Agreement or that relates to the consummation of the transactions contemplated by this Agreement. (b) BuyerParent’s receipt of information pursuant to this Section 8.5 5.06 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller the Company in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the ClosingClosing or termination of this Agreement, Seller shall reasonably promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 6.01 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller Seller, the Company or any Subsidiary that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 2.16 or that relates to the consummation completion of the transactions contemplated by this Agreement. (b) Subject to Seller’s delivery of updated Disclosure Schedules to Buyer on or before July 15, 2014 as provided in Section 2, Buyer’s receipt of information pursuant to this Section 8.5 4.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules8.02).

Notice of Certain Events. (a) From the date hereof until the Closing, Seller Target Company shall promptly notify Buyer the other Parties in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (Aa) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (Bb) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller the Target Company hereunder not being true and correct or (Cc) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 8.1(e) to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Sellerthe Target Company’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Target Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.17 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt Receipt of information by the other Parties pursuant to this Section 8.5 6.4 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller the Target Company in this Agreement (including Section 10.1Sections 9.2 and 10.1(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller or the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.17 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 5.03 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.18.02) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller the Company shall promptly notify Buyer Parent in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller the Company hereunder not being true and correct correct, or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.2 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Entity in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Sellerthe Company’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.20 or that relates to the consummation of the transactions contemplated by this Agreement. (b) BuyerParent’s receipt of information pursuant to this Section 8.5 5.7 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller the Company in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure SchedulesSchedule of Exceptions.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, had a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, in any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, in the failure of any of the conditions set forth in Section 9.2 7.2 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iviii) any Action Actions commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Business, the Purchased Assets or the Assumed Liabilities that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 4.5 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 6.3 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules8.1(b)).

Notice of Certain Events. (a) From the date hereof until the ClosingClosing (or the earlier termination of this Agreement in accordance with its terms), Seller each party shall promptly notify Buyer the other party in writing of: (ia) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect on such party, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller such party hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 or Section 7.03, as applicable, to be satisfied; (iib) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iiic) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (ivd) any Action Actions commenced or, to Sellerthe applicable party’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Business, the Purchased Assets or the Assumed Liabilities that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 the terms of this Agreement or that relates to the consummation of the transactions contemplated by this Agreement. (be) Buyer’s receipt of information pursuant to this Section 8.5 6.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller Sellers in this Agreement (including Section 10.1) Agreement, and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller Sellers shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller Sellers hereunder not being true and correct as of the date hereof or as if made on and as of the Closing Date (other than with respect to matters not adverse to Sellers arising in the Ordinary Course of Business consistent with Section 6.01) or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s Sellers’ Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Business, the Purchased Assets or the Assumed Liabilities that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 4.15 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 6.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller Sellers in this Agreement (including Section 10.18.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closingearlier to occur of the Closing or the valid termination of this Agreement in accordance with the terms hereof, Seller Sellers’ Representative shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller the Company or Sellers hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 8.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent Approval of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including whether or not in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller or the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 4.11 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 6.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller the Company or Sellers in this Agreement (including Section 10.19.02 and Section 10.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the ClosingClosing Date, Seller each Party shall promptly notify Buyer the other Party in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller a Party hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.01, Section 7.02 or Section 7.03 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s Knowledge, Knowledge or to Buyer’s Knowledge threatened against, relating to or involving or otherwise affecting Seller thatthe Business, if pending on the date of Purchased Assets, this Agreement, would have been required to have been disclosed pursuant to Section 6.19 Agreement or that relates to the consummation of the transactions contemplated by this AgreementAncillary Agreements. (b) BuyerUpon Closing, a Party’s receipt of information pursuant to this Section 8.5 7.04 shall not operate as a waiver or otherwise affect regarding any representation, warranty or agreement given or made by Seller a Party in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller the Target shall promptly notify Buyer Parent in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller the Target hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s the Target's Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Target that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.11 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s Parent's receipt of information pursuant to this Section 8.5 5.05 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller the Target in this Agreement (including Section 10.18.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller the Company shall promptly notify Buyer the Parent in writing of: (i) any fact, circumstance, event event, or action the existence, occurrence occurrence, or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller the Company and/or the Stockholders hereunder not being true and correct correct, or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.01 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Sellerthe Company’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.14 or that relates to the consummation of the transactions contemplated by this Agreement. (b) BuyerThe Parent’s receipt of information pursuant to this Section 8.5 5.04 shall not operate as a waiver or otherwise affect any representation, warranty warranty, or agreement given or made by Seller the Company and/or the Stockholders in this Agreement (including Section 10.18.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.01 or Section 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller or an Acquired Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.16 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 5.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.18.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller the Sellers shall promptly notify Buyer the Buyers in writing of: (ia) any fact, circumstance, event or action the existence, occurrence or taking of which (Ai) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (Bii) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller the Sellers hereunder not being true and correct correct, or (Ciii) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.01 to be satisfied; (iib) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iiic) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (ivd) any Action Actions commenced or, to Seller’s Sellers’ Knowledge, threatened against, relating to or involving or otherwise affecting Seller the 17173 Business, the Purchased Assets or the Assumed Liabilities that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 4.11 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s 's Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Business, the Purchased Assets or the Assumed Liabilities that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 4.16 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s 's receipt of information pursuant to this Section 8.5 6.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.18.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller Royale shall promptly notify Buyer the Holders in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Royale Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller any of the Royale Parties hereunder not being true and correct correct, or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 8.01 or 8.03 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s Knowledgethe Knowledge of any of the Royale Parties, is threatened against, relating to or involving or otherwise affecting Seller any of the Royale Parties that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 5.13 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s The receipt of information by any Party pursuant to this Section 8.5 6.06 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller any other Party in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From Prior to the date hereof until Closing Date, the ClosingCompany and Parent shall, Seller shall as promptly as reasonably practicable, notify Buyer the other in writing of: (ia) any factnotice or other communication received from any Person alleging that the consent, circumstanceapproval, event permission or action waiver from such Person is or may be required in connection with the existence, Merger; (b) any notice or other communication received from any Governmental Entity in connection with the Transactions; and (c) the occurrence or taking non-occurrence of which (A) has hadany event whose occurrence or non-occurrence would be reasonably likely to cause any condition to the Merger or the other Transactions to be unsatisfied at the Effective Time, including the failure of any representation or could warranty contained in this Agreement to be true or accurate at or prior to the Closing that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected give rise to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 8.2 or 8.3, as applicable, to be satisfied; (ii) . provided, however, that no failure to give such notification shall separately constitute a failure of any notice condition in Article VIII or other communication from a basis to terminate this Agreement unless the underlying fact, event or circumstance would independently result in such failure or provide such basis, and no notification given by any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including in connection with the transactions contemplated by this Agreement; and (iv) any Action commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information party pursuant to this Section 8.5 7.18 shall not operate as a waiver (i) limit or otherwise affect any representationof the representations, warranty warranties, covenants, obligations or agreement given conditions contained in this Agreement, (ii) otherwise prejudice in any way the rights and remedies contained in this Agreement, (iii) be deemed to affect or modify Parent’s reliance on the representations, warranties, covenants and agreements made by Seller the Company in this Agreement or (including Section 10.1iv) and shall not be deemed to amend or supplement the Company Disclosure SchedulesLetter or prevent or cure any misrepresentation, breach of warranty or breach of covenant by the Company. All information provided pursuant to this Section 7.18 shall be governed by the terms of the Confidentiality Agreement.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller The Company shall promptly notify Buyer in writing Parent, ------------------------ and Parent shall promptly notify the Company, of: (ia) any fact, circumstance, event or action the existence, occurrence or taking receipt of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 to be satisfied; (ii) any notice or other communication from any Person person alleging that the consent of such Person person is or may be required in connection with the transactions contemplated by this Agreement; (iiib) receipt of any notice or other communication from any Governmental Authority, including Entity in connection with the transactions contemplated by this Agreement; and; (ivc) receipt of notice that any Action actions, suits, claims, investigations or proceedings have been commenced or, to Seller’s Knowledgethe knowledge of the Company, threatened against, relating to or involving the Company or otherwise affecting Seller thatany of its Subsidiaries, or Parent, as applicable, which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 4.9 or that relates which --- relate to the consummation of the transactions contemplated by this Agreement.; (bd) Buyer’s receipt the occurrence, or non-occurrence, of information any event the occurrence, or non-occurrence of which could be likely to cause any representation or warranty of it (and, in the case of Parent, of the Purchaser) contained in this Agreement to be untrue or inaccurate; and (e) any failure of the Company, Parent or the Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery -------- ------- of any notice pursuant to this Section 8.5 6.7 shall not operate as a waiver limit or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.1) and shall not be deemed ----------- the remedies available hereunder to amend or supplement the Disclosure Schedulesparty receiving such notice.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being materially true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such the Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller or CPBR that, if pending on the date of this AgreementEffective Date, would have been required to have been disclosed pursuant to Section 6.19 3.11 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, the Seller shall promptly notify Buyer the Purchaser in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by the Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 5.1 or Section 5.2 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent Consent of such Person is or may be required in connection with the transactions contemplated by this AgreementTransactions; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this AgreementTransactions; and (iv) any Action Legal Actions commenced or, to the Seller’s Knowledgeknowledge, threatened against, relating to or involving or otherwise affecting the Seller or any of the Unwired Planet Companies (including any transaction litigation brought by a stockholder of the Seller) that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.5(d) or that relates to the consummation of the transactions contemplated by this AgreementTransactions. (b) BuyerThe Purchaser’s receipt of information pursuant to this Section 8.5 4.6 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the Seller in this Agreement (including Section 10.16.1(d) and Section 7.1(a)) and shall not be deemed to amend or supplement the Seller Disclosure SchedulesLetter.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller Sellers shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller Sellers hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to SellerSellers’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller Sellers or Brio that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 4 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 5.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller Sellers in this Agreement (including Section 10.18.01 and Section 9.01(b) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From During the period of time beginning on the date hereof until the Closingearlier of the Closing or the termination of this Agreement in accordance with Article IX, Seller promptly upon becoming aware thereof, (i) the Company shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which Parent (A) has hadof the occurrence of any change, event, effect or occurrence which constitutes, or could might reasonably be expected to have, individually or in the aggregateconstitute, a Company Material Adverse Effect, Effect and (B) has resulted inany Action to which it is a party that, if adversely determined would prevent, materially delay or materially impede the ability of the Company to consummate the transactions contemplated by this Agreement, and (ii) Parent shall promptly notify the Company (A) of the occurrence of any change, event, effect or occurrence which constitutes, or could might reasonably be expected to result inconstitute, a Parent Material Adverse Effect and (B) any representation Action to which any Parent Party is a party that, if adversely determined, would prevent, materially delay or warranty made materially impede the ability of any Parent Party to consummate the transactions contemplated by Seller this Agreement. The delivery of any notice pursuant to this Section 7.5 shall in no circumstance be deemed to (i) modify the representations, warranties, covenants or agreements hereunder not being true and correct or of the party delivering such notice; (Cii) has resulted in, or could reasonably be expected to result in, the failure of modify any of the conditions set forth in Section 9.2 to be satisfied; (ii) any notice Article VIII; or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) cure or prevent any notice misrepresentation, inaccuracy, untruth or other communication from any Governmental Authority, including in connection with the transactions contemplated by this Agreement; and (iv) any Action commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller that, if pending on the date breach of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 shall not operate as a waiver or otherwise affect any representation, warranty warranty, covenant or agreement given or made by Seller set forth in this Agreement (including Section 10.1) and shall not be deemed or any Additional Agreement or failure to amend or supplement the Disclosure Schedulessatisfy any condition set forth in Article VIII.

Notice of Certain Events. (a) From the date hereof until the Closing, the Purchaser, the Company and Seller shall promptly notify Buyer the other parties in writing of: (i) 7.7.1 any fact, circumstance, event or action the existence, occurrence or taking of which (Ai) has had, or could reasonably be expected to have, individually or in the aggregate, had a Material Adverse EffectEffect on the Company, the Seller or the Purchaser, (Bii) has resulted in, or could reasonably be expected to result in, any representation or warranty made by the Company, the Seller or any Purchaser Entity hereunder not being true and correct or (Ciii) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 Article IX to be satisfied; (ii) 7.7.2 any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this AgreementAgreement or the Ancillary Agreements; (iii) 7.7.3 any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this AgreementAgreement or the Ancillary Agreements; and (iv) 7.7.4 any Action Actions commenced or, to Sellerthe Company’s Knowledge or the Purchaser’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Company or any Purchaser Entity that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 4.10 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt Agreement and the Ancillary Agreements. For the avoidance of information doubt, the provision of any notice pursuant to this Section 8.5 7.7 and the contents thereof shall not operate as a waiver have no effect on Seller’s or otherwise affect any representation, warranty or agreement given or made by Seller in Purchaser’s and their respective Affiliates’ rights and remedies pursuant to this Agreement (including Section 10.1) and shall including, but not be deemed to amend or supplement the Disclosure Schedules.limited to, Article X.

Notice of Certain Events. (a) From the date hereof of this Agreement until the Closing, Seller the Company and the Sellers shall promptly as soon as practicable notify Buyer Purchaser in writing of: : (i) any fact, circumstance, event or action relating to any of Sellers, the Company or the Subsidiaries the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could would reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, in the failure of any of the conditions set forth in Section 9.2 6.01 or Section 6.02 to be satisfied; ; (ii) any notice or other communication from any Person person alleging that the consent of such Person person is or may be required in connection with the transactions contemplated by this Agreement; ; and (iii) any notice or other communication from any Governmental AuthorityEntity in connection with the transactions contemplated by this Agreement. From the date of this Agreement until the Closing, including Purchaser shall as soon as practicable notify Sellers and the Company in writing of: (A) any circumstance, event or action relating to Purchaser the existence, occurrence or taking of which has resulted or would reasonably be expected to result in the failure of any of the conditions set forth in Section 6.01 or Section 6.03 to be satisfied; (B) any notice or other communication from any person alleging that the consent of such person is required in connection with the transactions contemplated by this Agreement; and and (ivC) any Action commenced or, to Seller’s Knowledge, threatened against, relating to notice or involving or otherwise affecting Seller that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 or that relates to the consummation of other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller the Company and the Shareholder shall promptly notify Buyer 4Front in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller the Company and the Shareholder hereunder not being true and correct or (CB) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Sellerthe Company’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Company or the Shareholder that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.09 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer4Front’s receipt of information pursuant to this Section 8.5 5.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller the Company or the Shareholder in this Agreement (including Section 10.18.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules, unless the Closing occurs, in which event such information shall be deemed to amend and supplement the representations and warranties of the Shareholder and the Disclosure Schedules, as applicable.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect with respect to the Company, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller or the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 4.10 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 6.02 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.18.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedulesany schedule to this Agreement.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller each of Company and Parent shall promptly notify Buyer the other in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect on the Company or Parent, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder such Person in this Agreement not being true and correct correct, or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth to be satisfied by such Person in Section 9.2 Article VII to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Sellerthe notifying party’s Knowledgeknowledge, threatened against, relating to or involving or otherwise affecting Seller such party that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.17 (with respect to the Company) or that relates to the consummation of the transactions contemplated by this Agreement. (b) BuyerA party’s receipt of information pursuant to this Section 8.5 5.13 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller the notifying party in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller UGC shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by a Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any written notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s the Sellers’ Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Business, the Purchased Assets or the Assumed Liabilities that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 4.16 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 6.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by a Seller in this Agreement (including Section 10.18.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller each Party shall promptly notify Buyer the other Parties in writing of: (ia) any fact, circumstance, event or action the existence, occurrence or taking of which (Ai) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (Bii) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being materially true and correct or (Ciii) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 11.2 or Section 11.3 to be satisfied; (iib) any notice or other communication from any Person alleging that the consent of such the Person is or may be required in connection with the transactions contemplated by this Agreement; (iiic) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (ivd) any Action Actions commenced or, to SellerSellers’ or Buyer’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller Sellers, Hawker or Buyer that, if pending on the date of this Agreementhereof, would have been required to have been disclosed pursuant to Section 6.19 7.9(a) or Section 8.7(a) or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From During the date hereof until the ClosingInterim Period, Seller Emerald shall promptly notify Buyer Village Farms in writing of: of (i) any factevent, occurrence, change, circumstance, event effect or action state of facts or knowledge of information that, when considered individually or in the existence, occurrence or taking of which aggregate (A) has had, or could reasonably be expected to have, individually cause or constitute a material breach of or inaccuracy in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct Emerald herein becoming untrue or incorrect or a breach by Emerald of, or a failure by Emerald to perform, any of its covenants set forth herein, or (CB) has resulted in, or could reasonably be expected to result in, the failure of cause any of the conditions condition set forth in Section 9.2 Article 7 not to be satisfied; satisfied prior to the Outside Date, (ii) any Proceeding commenced or threatened relating to or involving Emerald or any of its Affiliates with respect to this Agreement or the transactions contemplated by this Agreement, in each case, of which Emerald becomes aware prior to Closing, (iii) any notice or other communication from any Person alleging that the consent Consent of such Person person is or may be required in connection with the transactions contemplated by this Agreement; , or (iiiiv) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action commenced or, . No notification to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information Village Farms made pursuant to this Section 8.5 5.9 shall not operate as have the effect of satisfying any condition in Article 7, nor shall any such notification have any effect for the purposes of determining the right of any Village Farms Indemnified Party to bring a waiver or otherwise affect any representation, warranty or agreement given or made by Seller claim in respect of this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure SchedulesAgreement.

Notice of Certain Events. (a) From the date hereof until the ClosingClosing or the termination of this Agreement in accordance with Section 9.01, Seller Sellers shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could would reasonably be expected to result in, any representation or warranty made by Seller Sellers hereunder not being true and correct or (C) has resulted in, or could would reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s Sellers’ Knowledge, threatened against, relating to or involving or otherwise affecting Seller Sellers or the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.17 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 5.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller Sellers in this Agreement (including Section 10.18.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller Sellers shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller Sellers or the Company hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 5.2 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Entity in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s Knowledgethe Knowledge of Sellers or the Company, threatened against, relating to or involving or otherwise affecting Seller Sellers or the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 2.9 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 4.4 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller Sellers or the Company in this Agreement (including Section 10.16.2 and Section 7.1(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until through the ClosingClosing Date, Seller shall promptly notify Buyer in writing of: of (i) any fact, circumstance, event or action the existence, occurrence change that has resulted in or taking of which (A) has had, or could would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect, ; (Bii) has resulted in, or could any event that would reasonably be expected to result in, cause any representation representations or warranty made by warranties of Seller hereunder in this Agreement to be untrue or inaccurate at or prior to the Closing in a manner that causes the condition in Section 6.2(a) to not being true and correct be satisfied; or (Ciii) has resulted in, any failure of Seller or could WIMC to comply with its covenants and other obligations in a manner that would reasonably be expected to result incause the conditions in Section 6.2(b) to not be satisfied; provided that Seller shall not have any liability with respect to any breach or alleged breach of this ‎Section 4.8, and the failure of any Seller to comply with the terms of this ‎Section 4.8, in and of itself, shall not cause the failure of the conditions condition set forth in ‎Section 6.2(b). For the avoidance of doubt, nothing contained in this Section 9.2 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including in connection with the transactions contemplated by this Agreement; and (iv) any Action commenced or, to Seller’s Knowledge, threatened against, relating to or involving 4.8 or otherwise affecting Seller that, if pending on the date of in this Agreement, would have been required to have been disclosed pursuant to Section 6.19 or that relates to including the consummation delivery of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information any notice, pursuant to this Section 8.5 4.8 or otherwise, shall not operate as a waiver or otherwise affect any representation, warranty warranty, covenant or agreement given or made by Seller or WIMC in this Agreement nor shall it (a) cure any inaccuracy in any representation or warranty or (b) limit or otherwise affect any remedies available to a Buyer Indemnified Persons contained in this Agreement (including Section 10.1) and shall not be deemed for purposes of determining whether conditions to amend Closing have been satisfied or supplement the Disclosure Schedulesin respect of indemnification rights).

Notice of Certain Events. (a) From Each of Parent and the date hereof until the Closing, Seller Company shall promptly notify Buyer in writing and provide copies to the other of: (ia) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 to be satisfied; (ii) any material written notice or other communication from any Person alleging that the approval or consent of such Person is or may be required in connection with the transactions contemplated by this AgreementTransactions; (iiib) any written notice or other communication from any Governmental Authority, including Authority or securities exchange in connection with the transactions contemplated by this Agreement; andTransactions; (ivc) any Action Proceeding or investigation commenced or, to Seller’s its Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Company or any of its Subsidiaries or Parent or any of its 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 Section 6.19 any of such Party’s representations or warranties, as the case may be, or that relates relate to the consummation of the transactions contemplated by this Agreement.Transactions; and (bd) Buyer’s receipt the occurrence of information any event which would or would be reasonably likely to (A) prevent or materially delay the consummation of the Transactions or (B) result in the failure of any condition to the Merger set forth in ARTICLE 8 to be satisfied; provided, that the delivery of any notice pursuant to this Section 8.5 7.05 shall not operate as a waiver (i) affect or otherwise affect be deemed to modify any representation, warranty warranty, covenant, right, remedy, or agreement given condition to any obligation of any Party or made by Seller in this Agreement (including Section 10.1ii) and shall not be deemed to amend update any section of the Company Disclosure Letter or supplement the Parent Disclosure SchedulesLetter.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller the Company shall promptly notify Buyer Parent in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller the Company and Securityholders hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.2 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this AgreementAgreement that is not disclosed on Schedule 3.3(c); (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s Knowledgethe Knowledge of the Company, threatened against, relating to or involving or otherwise affecting Seller the Company or any of its Subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.17 or that relates to the consummation of the transactions contemplated by this Agreement. (b) BuyerParent’s receipt of information pursuant to this Section 8.5 5.5 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller the Company in this Agreement (including Section 10.18.2 and Section 9.1(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. Seller or Acquiror shall promptly notify the other of any of the following events: (a) From the date hereof until the Closing, Seller shall promptly notify Buyer in writing of: occurrence or non-occurrence of any event which would be likely to cause (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder of such party contained in this Agreement to be untrue or inaccurate in any material respect (including if such party receives a notice of violation relating to any Hazardous Material, becomes aware that it is not being true and correct in compliance with all Environmental Laws in all material respects, receives written notice from any tenant that such party is in default under any lease or (C) has resulted in, or could reasonably be expected to result in, the failure becomes aware of any of the conditions set forth in Section 9.2 to be satisfied; material default by a tenant under any lease) or (ii) any notice covenant, condition or other communication from any Person alleging that the consent agreement of such Person is party contained in this Agreement not to be complied with or may satisfied (including if such party reasonably believes that it will be required in connection with unable to obtain one or more of the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including in connection with consents of the transactions contemplated by this Agreement; and (iv) any Action commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 or that relates Existing Mortgage Lenders prior to the consummation of the transactions contemplated by this Agreement. Extended Outside Date); and (b) Buyer’s receipt any failure of information such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, that the delivery of any notice pursuant to this Section 8.5 5.13 shall not operate as a waiver limit or otherwise affect the remedies available to the party receiving such notice. In addition, Seller will promptly inform Acquiror of the happening of any representation, warranty or agreement given or made event which would render any information supplied by Seller specifically for inclusion in this Agreement (including Section 10.1) and shall not be deemed to amend the Offering Memorandum or supplement in any Registration Statement incorrect in any material respect or would require the Disclosure Schedulesamendment of the Offering Memorandum or any such Registration Statement.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller Sellers shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller Sellers hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.2 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this AgreementTransactions; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this AgreementTransactions; and (iv) any Action Actions commenced or, to the Knowledge of any Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller or the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.10 or that relates to the consummation of the transactions contemplated by this AgreementTransactions. (b) Buyer’s receipt of information pursuant to this Section 8.5 5.3 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.18.2 and Section 9.1(b)) and shall not be deemed to amend or supplement the Disclosure SchedulesSchedules attached hereto.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller the Company and the Transferors, severally and not jointly, shall promptly notify Buyer MedMen in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller the Company or Transferors, as the case may be, hereunder not being materially true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 8.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this AgreementTransaction; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this AgreementTransaction; and (iv) any Action Actions commenced or, to Seller’s Transferors’ Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Companies that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 4.17 or that relates to the consummation of the transactions contemplated by this AgreementTransaction. (b) BuyerMedMen’s receipt of information pursuant to this Section 8.5 8.06 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller Transferors in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Company or Transferors Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller Each of CME Group and NYMEX Holdings shall promptly notify Buyer in writing of: the other after receiving or becoming aware of (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 to be satisfied; (iia) any notice or other communication from any Person alleging that the consent of such that Person is or may be required in connection with the transactions contemplated by this Agreement; , (iiib) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be reasonably likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate as of the date hereof or as of the Closing Date, (c) any notice litigation or other communication from any Governmental Authority, including in connection with the transactions contemplated by this Agreement; and (iv) any Action investigation commenced or, to Seller’s Knowledgeits knowledge, threatened against, relating to or otherwise involving CME Group or otherwise affecting Seller thatany of the CME Group Subsidiaries or NYMEX Holdings or any of the NYMEX Holdings Subsidiaries, if pending on as the date of this Agreementcase may be, would have been required to have been disclosed pursuant to Section 6.19 or that relates to the consummation of the transactions contemplated by this Agreement. Agreement and (bd) Buyer’s receipt any failure of information CME Group or NYMEX Holdings, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 8.5 6.11 shall not operate as a waiver limit or otherwise affect any representationthe remedies available hereunder to the Party receiving such notice; and provided, warranty or agreement given or made by Seller in further that a failure to comply with this Agreement (including Section 10.1) and 6.11 shall not constitute a failure of any condition set forth in Article VII to be deemed satisfied unless the underlying event itself would independently result in the failure of a condition set forth in Article VII to amend be satisfied or supplement the Disclosure Schedulessuch failure was willful.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller the Sellers, upon obtaining Knowledge (which for this purpose shall be actual knowledge, without any duty of inquiry), shall promptly notify Buyer in writing of: (ia) any fact, circumstance, event or action the existence, occurrence or taking of which (Ai) has had, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (Bii) has resulted in, or could would reasonably be expected to result in, any representation or warranty made by Seller the Sellers hereunder not being true and correct or (Ciii) has resulted in, or could would reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.2 to be satisfied; (iib) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iiic) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (ivd) any Action Actions commenced oror threatened against, to Seller’s Knowledgeor audits, investigations or inquiries commenced or threatened against, relating to or involving or otherwise affecting Seller the Business, the Purchased Assets or the Assumed Liabilities that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 4.15(a) or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the ClosingThe Company shall notify Parent, Seller and Parent shall promptly notify Buyer in writing the Company, of: (i) any fact, circumstance, event or action the existence, occurrence or taking receipt of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 to be satisfied; (ii) any notice or other communication from any Person person alleging that the consent of such Person person is or may be required in connection with the transactions contemplated by this Agreement; (iiiii) receipt of any notice or other communication from any Governmental Authority, including Entity in connection with the transactions contemplated by this Agreement; and; (iviii) receipt of notice that any Action actions, suits, claims, investigations or proceedings have been commenced or, to Seller’s Knowledge, the knowledge threatened against, relating to or involving the Company or otherwise affecting Seller thatany of its Subsidiaries, or Parent, as applicable, which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 4.9 or that relates which relate to the consummation of the transactions contemplated by this Agreement.; (biv) Buyer’s receipt the occurrence, or non-occurrence, of information any event the occurrence, or non-occurrence, of which would be likely to cause any representation or warranty of it (and, in the case of Parent, of the Purchaser) contained in this Agreement to be untrue or inaccurate; and (v) any failure of the Company, Parent or the Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; PROVIDED, HOWEVER, that the delivery of any notice pursuant to this Section 8.5 6.9 shall not operate as a waiver limit or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.1) and shall not be deemed the remedies available hereunder to amend or supplement the Disclosure Schedulesparty receiving such notice.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller the Company shall promptly notify Buyer in writing of: (i) any fact, circumstance, event event, or action action, the existence, occurrence occurrence, or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller the Company or the Member hereunder not being true and correct correct, (C) has resulted in, or could reasonably be expected to result in a breach of this Article V or (CD) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.1 or Section 7.2 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of of, or any notice or payment to, such Person is or may be required in connection with the transactions contemplated by this Agreementhereby; (iii) any notice or other communication from any Governmental Authority, including Entity in connection with the transactions contemplated by this Agreementhereby; and (iv) any Action Any Proceedings commenced or, to Seller’s Knowledge, or threatened against, relating to or involving or otherwise affecting Seller the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 in the Schedules or that relates to the consummation of the transactions contemplated by this Agreementhereby. (b) Buyer’s receipt Within 15 calendar days of information pursuant the end of each month, the Company shall deliver (or cause to this be delivered) to Buyer the applicable financial statements of the Company with respect to each such monthly period and a certificate of an officer of the Company certifying that such financial statements meet the standards set forth in Section 8.5 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules3.4(a).

Notice of Certain Events. (a) From the date hereof until the Closing, Seller shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (CB) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to the Knowledge of Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller or the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.10 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 5.03 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.18.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules unless the Closing occurs, in which event such information shall be deemed to amend and supplement the representations and warranties of Seller and the Disclosure Schedules, as applicable.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller the Company shall promptly notify Buyer Parent in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller the Company hereunder not being materially true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 8.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Sellerthe Company’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.15 or that relates to the consummation of the transactions contemplated by this Agreement. (b) BuyerParent’s receipt of information pursuant to this Section 8.5 6.03 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller the Company in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. During the period from the date of this Agreement to the Closing Date, each party hereto shall promptly notify the other party hereto of (a) From the date hereof until the Closing, Seller shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller such party hereunder not being true and correct or (C) has resulted in, or could which would reasonably be expected to result inin the failure to satisfy any condition to the obligations of any party to effect the Contemplated Transactions, (b) the failure of any of Acquired Company, Buyer or any Seller, as the conditions set forth in Section 9.2 case may be, to comply with or satisfy any covenant, condition or agreement to be satisfied; complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in the failure to satisfy any condition to the obligations of any party to effect the Contemplated Transactions, (iic) any action, suit, claim, investigation or proceeding commenced, threatened in writing against, relating to or involving or otherwise affecting such party that, if pending on the date hereof, would have been required to have been disclosed pursuant to this Agreement, in each case, to Sellers’ Knowledge; and (d) any written notice or other written communication from any Person or Governmental Authority alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) Contemplated Transactions. The parties hereby acknowledge that the Indemnified Parties do not and shall not waive any notice or other communication from rights they may have hereunder as a result of any Governmental Authority, including in connection with the transactions contemplated by this Agreement; and (iv) any Action commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information notification given pursuant to this Section 8.5 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules7.5.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller the Company shall promptly notify Buyer Parent in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect with regard to the Company, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller the Company hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the notice or consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s the Company's Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.13 or that relates to the consummation of the transactions contemplated by this Agreement. (b) BuyerParent’s receipt of information pursuant to this Section 8.5 5.05 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller the Company in this Agreement (including Section 10.18.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Company Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller the Company and Sellers shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, Effect or (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 Article VI to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action matter hereafter arising or discovered that, if existing or known at the date of this Agreement or on the Closing Date, would have been required to been disclosed in the Disclosure Schedules, including any Actions commenced or, to Seller’s Sellers’ Knowledge, threatened against, relating to or involving or otherwise affecting Seller thatthe Company, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 Securities or the Business or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 5.2 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller the Company or Sellers in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller Each of Chardonnay and Riesling shall promptly notify Buyer in writing and provide copies to the other of: (ia) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 to be satisfied; (ii) any material written notice or other communication from any Person alleging that the approval or consent of such Person is or may be required in connection with the transactions contemplated by this AgreementContemplated Transactions; (iiib) any written notice or other substantive communication from any Governmental Authority, including Authority or securities exchange in connection with the transactions contemplated by this Agreement; andContemplated Transactions; (ivc) the occurrence of any Action event, including any Legal Proceeding or investigation commenced orthat involves Riesling or any of its Subsidiaries or Chardonnay or any of its Subsidiaries, which would be reasonably likely to Seller’s Knowledge, threatened against, relating to (A) prevent or involving or otherwise affecting Seller that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 or that relates to materially impair the consummation of the transactions contemplated by Contemplated Transactions or (B) result in the failure of any condition to the Merger set forth in this Agreement. (b) Buyer’s receipt Agreement to be satisfied prior to the Drop Dead Date; provided, that the delivery of information any notice pursuant to this Section 8.5 4.2 shall not operate as a waiver affect or otherwise affect be deemed to modify any representation, warranty warranty, covenant, right, remedy, or agreement given or made by Seller in condition to any obligation of any Party; provided, further, that the delivery of any notice pursuant to this Agreement (including Section 10.1) and 4.2 shall not be deemed cure any breach of any representation or warranty requiring disclosure of such matter or otherwise limit or affect the remedies hereunder of any Party; provided, further, that the failure to amend deliver any such notice shall not affect any of the conditions set forth in Sections 6, 7 and 8 or supplement the Disclosure Schedulesgive rise to any right to terminate under Section 9.

Notice of Certain Events. (a) From During the date hereof until the ClosingPre-Closing Period, Seller shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller or Seller Parent hereunder not being true and correct or (CB) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 12 to be satisfied; (ii) any notice or other communication from any Person person alleging that the consent of such Person person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with or material to the transactions contemplated by this Agreement; and (iv) any Action actions commenced or, to the knowledge of Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller its business or the Purchased Assets or the Other Contracts that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 5 or that relates to the consummation of the transactions contemplated by this Agreement. (b) . Buyer’s 's receipt of information pursuant to this Section 8.5 9(d) shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules12(a)(x)).

Notice of Certain Events. (a) From the date hereof until the Closing, Seller Equityholders shall promptly notify Buyer Parent in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller the Company or the Equityholders hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 8.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Sellersuch Equityholder’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller such Equityholder or the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.19 or that relates to the consummation of the transactions contemplated by this Agreement. (b) BuyerParent’s receipt of information pursuant to this Section 8.5 6.11 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller the Company or the Equityholders in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) 6.5.1 From the date hereof until the Closing, Seller shall promptly notify Buyer in writing of: (ia) any fact, circumstance, event or action the existence, occurrence or taking of which (Ai) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (Bii) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct in all material respects or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 Sections 3.2 or 3.3 to be satisfied; (iib) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iiic) any notice or other communication from any Governmental Authority, including Person in connection with the transactions contemplated by this Agreement; and (ivd) any Action Actions commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller any Project that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 4.2.10 or that relates to the consummation of the transactions contemplated by this Agreement. (b) 6.5.2 Buyer’s receipt of information pursuant to this Section 8.5 6.5 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Business, the Purchased Assets or the Assumed Liabilities that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 4.14 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 6.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.18.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until Until the Closing, Seller Sellers shall promptly notify Buyer Purchaser in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller Sellers hereunder not being true and correct as of the date hereof or (C) the Closing Date, or has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 2.06 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement;Agreement and that could delay the consummation of the transactions contemplated by this Agreement by more than fifteen (15) days; and (iii) any notice or other communication from any Governmental Authority, including Entity in connection with the transactions contemplated by this Agreement; and (iv) any Action commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 or that relates to the consummation of the transactions contemplated by this Agreement. (b) BuyerPurchaser’s receipt of information pursuant to this Section 8.5 6.07 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller Sellers in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure SchedulesSchedules hereto.

Notice of Certain Events. (a) From the date hereof until the Closing, the Seller Parties shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions to Closing set forth in Section 9.2 8.1 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s 's Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Purchased Assets or the Assumed Liabilities that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.11 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s 's receipt of information pursuant to this Section 8.5 7.6 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.19.1 and Section 10.1(b)) and shall not be deemed to amend or supplement the Disclosure SchedulesLetter.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller the Company shall promptly notify Buyer Parent in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller the Company hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.2 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s the Company's Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s Parent's receipt of information pursuant to this Section 8.5 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller the Company in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller Sellers shall promptly notify Buyer the Investors in writing of: (ia) any fact, circumstance, event or action the existencechange, occurrence or taking development, the existence or occurrence of which (Ai) has had, had or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (Bii) has resulted in, in or could would reasonably be expected to result in, in any representation or warranty made by Seller Sellers hereunder not being true and correct or (Ciii) has resulted in, or could reasonably be expected to result in, in the failure of any of the conditions set forth in Section 9.2 Articles 4 and 5 to be satisfied; ; (iib) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; ; (iiic) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and and (ivd) any Action litigation commenced or, to Seller’s KnowledgeSellers' knowledge, threatened against, relating to or involving or otherwise affecting Seller Sellers or the Company or the Subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 4.7 (Litigation) or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s . The Investors' receipt of information pursuant to this Section 8.5 7.14 or otherwise shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller Sellers in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure SchedulesAgreement.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller Parties shall promptly notify Buyer in writing of: (ia) any fact, circumstance, event or action the existence, occurrence or taking of which (Ai) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (Bii) has resulted in, or could would reasonably be expected to result in, any representation or warranty made by a Seller Party hereunder not being true and correct or (Ciii) has resulted in, or could would reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (iib) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iiic) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (ivd) any Action Actions commenced or, to Seller’s Seller Parties’ Knowledge, threatened against, relating to or involving or otherwise affecting any Seller Party that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.19 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closingearlier of the Closing or earlier termination of this Agreement in accordance with its terms, Seller Xxxxxxxx shall promptly notify Buyer in writing of: : (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller the Members hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 6.1 to be satisfied; ; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; ; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and and (iv) any Action Actions commenced or, to Seller’s the Companies’ Knowledge, threatened against, relating to or involving or otherwise affecting Seller any Member or any of the Companies that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.9 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller the Company shall promptly notify Buyer Parent in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller the Company hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 8.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Sellerthe Company’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 or Company that relates to the consummation of the transactions contemplated by this Agreement. (b) BuyerParent’s receipt of information pursuant to this Section 8.5 5.05 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller the Company in this Agreement (including Section 10.19.02 and Section 10.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.17 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 5.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.18.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the ClosingClosing or the termination of this Agreement, Seller each of the parties shall promptly notify Buyer the other parties in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller such party hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 Article VIII to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to SellerSellers’ Knowledge, the Company’s Knowledge, or Buyer’s Knowledge, as applicable, threatened against, relating to or involving or otherwise affecting Seller any Seller, the Company, or Buyer that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 4.15 or Section 5.06 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 6.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller any party in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which Seller has Knowledge that (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectmaterial adverse effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 to be satisfied; (ii) any notice or other communication from any Person person alleging that the consent of such Person person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action actions commenced or, to Seller’s Knowledgeknowledge, threatened against, relating to or involving or otherwise affecting Seller the Business, the Purchased Assets that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 5.12 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 7.3 shall not operate as a waiver or otherwise affect modification any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules; provided, however, nothing herein shall limit Buyer’s ability to terminate this Agreement pursuant to Section 10.1(b)(iii).

Notice of Certain Events. (a) From the date hereof until the Closing, each Seller shall promptly notify the Buyer in writing of: (i) any fact, condition, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by such Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 5.1 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this AgreementTransaction; (iii) any notice or other communication from any Governmental Authority, including in connection with Authority relating to the transactions contemplated by this AgreementTransaction; and (iv) any Action Actions commenced or, to Seller’s the Sellers’ Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Business, the Purchased Assets or the Assumed Liabilities that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 2.12 or that relates to the consummation of the transactions contemplated by this AgreementTransaction. (b) Buyer’s receipt of information pursuant to this Section 8.5 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller shall promptly notify Buyer in writing ofof any of the following; provided, however, that Buyer’s receipt of information shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller or Parent in this Agreement and shall not be deemed to amend or supplement the Disclosure Schedules: (ia) any fact, circumstance, event or action the existence, occurrence or taking of which (Ai) has had, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (Bii) has resulted in, or could would reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct in all material respects or (Ciii) has resulted in, or could would reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (iib) any notice or other communication from any Person (other than Persons set forth on Section 4.03 of the Disclosure Schedules) alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including in connection with the transactions contemplated by this Agreement; and (ivc) any Action Actions commenced or, to Seller’s 's Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Business, the Purchased Assets or the Assumed Liabilities that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 4.16 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From The Company shall notify the date hereof until Buyer, and the Closing, Seller Buyer shall promptly notify Buyer in writing the Company, of: (i) any fact, circumstance, event or action the existence, occurrence or taking receipt of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iiiii) receipt of any notice or other communication from any Governmental Authority, including Entity in connection with the transactions contemplated by this Agreement; and; (iviii) receipt of notice that any Action action, suit, claim, investigation or proceeding has been commenced or, to Seller’s Knowledgethe knowledge of the Company, threatened againstthreatened, relating to against or involving the Company, any Subsidiary or otherwise affecting Seller thatthe Buyer, as applicable, which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 2.18 or that which relates to the consummation of the transactions contemplated by this Agreement.; (biv) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of it (and, in the case of the Buyer’s receipt , of information Buyer Subsidiary) contained in this Agreement to be untrue or inaccurate; and (v) any failure of the Company, the Buyer or Buyer Subsidiary, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 8.5 6.12 shall not operate as a waiver limit or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.1) and shall not be deemed the remedies available to amend or supplement the Disclosure Schedulesparty receiving such notice.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller shall promptly notify Buyer Purchaser in writing of: (i1) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 to be satisfiedcorrect; (ii2) any notice or other communication from any Person alleging that the consent Approval of such Person is or may be required in connection with the transactions contemplated by this AgreementTransactions; (iii3) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this AgreementTransactions; and (iv4) any Action Actions commenced or, to Seller’s Knowledgeknowledge, threatened against, relating to or involving or otherwise affecting Seller the Business, the Purchased Assets or the Assumed Liabilities that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 5.8 or that relates to the consummation of the transactions contemplated by this AgreementTransactions. (b) BuyerPurchaser’s receipt of information pursuant to this Section 8.5 6.10 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.1Sections 7.1 and 9.4(a)(1)) and shall not be deemed to amend or supplement the Disclosure SchedulesSchedules unless Seller otherwise complies with Section 9.14.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller Sellers shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller Sellers hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s Sellers’ Knowledge, threatened against, relating to or involving or otherwise affecting Seller Sellers, the Company or any Subsidiary that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.17 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 5.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller Sellers in this Agreement (including Section 10.18.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller the Company shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller the Company or the Members hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this AgreementTransactions; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this AgreementTransactions; and (iv) any Action Actions commenced or, to SellerCompany’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 5.18 or that relates to the consummation of the transactions contemplated by this AgreementTransactions. (b) Buyer’s receipt of information pursuant to this Section 8.5 7.4 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in Buyer’s right to terminate this Agreement (including pursuant to Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules11.1(b).

Notice of Certain Events. (a) From During the date hereof until Interim Period, the Closing, Seller and the Purchaser shall each promptly as practicable notify Buyer the other Party in writing of: (i) any factfact(s), circumstancecircumstance(s), event event(s) or action action(s) the existence, occurrence or taking of which (A) has had, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 to be satisfied; (ii) any material notice or other material written communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this AgreementTransactions; (iii) any material notice or other material written communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this AgreementTransactions; and (iv) any Action commenced or, to the Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting the Seller or the Company Group that, if pending on the date of this AgreementSigning Date, would have been required to have been disclosed pursuant to Section 6.19 Sections 3.07, 3.09, or 4.06 that relates to the consummation of the transactions contemplated by this AgreementTransactions. (b) BuyerThe Purchaser’s receipt of information information, or failure to provide any notice to the Seller, pursuant to this Section 8.5 6.20 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the Seller in this Agreement (including Section 10.1the Purchaser’s termination rights set forth herein) and shall not be deemed to amend or supplement the Disclosure SchedulesSchedule. For the avoidance of doubt, the Purchaser’s failure to provide any notice pursuant to this Section 6.20 shall not modify, limit or impair the Purchaser’s ability to contest the satisfaction of the conditions to the Purchaser’s obligation to consummate the Transactions as set forth in Article VII.

Notice of Certain Events. (a) From the date hereof until the ClosingThe Company shall notify Parent, Seller and ------------------------ Parent shall promptly notify Buyer in writing the Company, of: (i) any fact, circumstance, event or action the existence, occurrence or taking receipt of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 to be satisfied; (ii) any notice or other communication from any Person person alleging that the consent of such Person person is or may be required in connection with the transactions contemplated by this Agreement; (iiiii) receipt of any notice or other communication from any Governmental Authority, including Entity in connection with the transactions contemplated by this Agreement; and; (iviii) receipt of notice that any Action actions, suits, claims, investigations or proceedings have been commenced or, to Seller’s Knowledgethe knowledge of the Company, threatened againstthreatened, relating to against or involving the Company, any of its Subsidiaries or otherwise affecting Seller thatParent, as applicable, which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 4.9 or that relates which relate to the consummation of the transactions contemplated by this Agreement.; (biv) Buyer’s receipt the occurrence or non-occurrence of information any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of it (and, in the case of Parent, of the Purchaser) contained in this Agreement to be untrue or inaccurate; and (v) any failure of the Company, Parent or the Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the -------- ------- delivery of any notice pursuant to this Section 8.5 6.7 shall not operate as a waiver limit or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.1) and shall not be deemed the remedies available hereunder to amend or supplement the Disclosure Schedulesparty receiving such notice.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller shall promptly notify Buyer Purchaser in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 8.2 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action actions commenced or, to Seller’s Knowledgeknowledge, threatened against, relating to or involving or otherwise affecting Seller the Purchased Assets that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 the terms of this Agreement or that relates to the consummation of the transactions contemplated by this Agreement. (b) BuyerPurchaser’s receipt of information pursuant to this Section 8.5 7.4 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure SchedulesAgreement.

Notice of Certain Events. (a) From ‌ The Vendor and the date hereof until Purchaser agree that, subject to Laws, each shall provide the Closing, Seller shall promptly notify Buyer other prompt notice in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 to be satisfied; (iia) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions Transactions contemplated by this Agreement; (iiib) any material notice or other communication from any Governmental Authority, including Authority in connection with the transactions Transactions contemplated by this Agreement or that could reasonably be expected to affect the ability to consummate the Transactions contemplated by this Agreement; and; (ivc) any Action Proceeding commenced oror threatened against it (and in the case of the Vendor, to Seller’s Knowledge, threatened against, relating to the Company or involving or otherwise affecting Seller that, if pending on any of the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 or that Subsidiaries) which relates to the consummation of the transactions Transactions contemplated by this Agreement.Agreement or otherwise; and (bd) Buyer’s receipt any failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied under this Agreement; and copies of information pursuant to this Section 8.5 all documents related thereto, provided that the giving of any such notice shall not operate as a waiver in any way change or modify the representations and warranties of the Vendor on the one hand, or the Purchaser on the other hand, or any conditions in favour of the Vendor on the one hand or the Purchaser on the other hand, contained in this Agreement or otherwise affect any representationthe remedies available to the Vendor on the one hand or the Purchaser on the other hand, warranty or agreement given or made by Seller in under this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure SchedulesAgreement.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller shall promptly notify Buyer Buyers in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could would reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct in any material respect or (C) has resulted in, or could would reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller thatthe Business, if pending on the date of this AgreementUK Subsidiary, would have been required to have been disclosed pursuant to Section 6.19 the Purchased Assets or the Assumed Liabilities that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s Buyers’ receipt of information pursuant to this Section 8.5 6.05 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.18.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could would reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.2 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Business, the Purchased Assets or the Assumed Liabilities that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 4.16 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s receipt of information pursuant to this Section 8.5 6.4 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.18.2 and Section 9.1(b)) and shall not be deemed to amend or supplement the Disclosure Schedules, unless after such written disclosure.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller each of Strand and Venaxis shall promptly notify Buyer the other Party in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which the notifying Party has Knowledge, that (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller Strand or Venaxis hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 ARTICLE 6 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent Consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s the notifying Party's Knowledge, threatened against, relating to or involving or otherwise affecting Seller its business, its assets that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 this Agreement or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s The receiving Party's receipt of information pursuant to this Section 8.5 5.5 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller Strand or Venaxis in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement any materials or information provided in writing by one Party to the Disclosure Schedulesother.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller the Company shall promptly notify Buyer Parent in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller the Company or the Members hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this AgreementTransactions; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this AgreementTransactions; and (iv) any Action Actions commenced or, to SellerCompany’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 5.18 or that relates to the consummation of the transactions contemplated by this AgreementTransactions. (b) BuyerParent’s receipt of information pursuant to this Section 8.5 7.4 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller the Company or the Members in this Agreement (including Section 10.110.2 and Section 11.1(b)) and shall not be deemed to amend or supplement the Disclosure SchedulesSchedule.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller Major Shareholders shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller or Shareholders hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s Shareholders' Knowledge, threatened against, relating to or involving or otherwise affecting Seller Seller, a Shareholder or any Target Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.17 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s 's receipt of information pursuant to this Section 8.5 5.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller or Shareholders in this Agreement (including Section 10.18.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller the Founder and the Members shall, and the Founder and the Members shall cause the Company to, promptly notify Buyer Purchaser in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller the Company, the Founder or the Members hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 Article VII to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Entity in connection with the transactions contemplated by this Agreement; and (iv) any Action legal Actions commenced or, to Seller’s Knowledgethe knowledge of the Company, the Founder or the Members, threatened against, relating to or involving or otherwise affecting Seller the Company, the Founder or the Members that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 2.6 or that relates to the consummation of the transactions contemplated by this Agreement. (b) BuyerPurchaser’s receipt of information pursuant to this Section 8.5 5.4 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller the Company, the Founder or the Members in this Agreement (including Section 10.1) and shall not be deemed to amend or supplement the Disclosure Schedules.

Notice of Certain Events. (a) From During the date hereof until Interim Period, the Closing, Seller Sellers shall promptly notify Buyer in writing Purchaser of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 to be satisfied; (iia) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this AgreementTransaction; (iiib) any notice or other communication from any Governmental Authority, including Authority (i) delivered in connection with the transactions contemplated by this Agreement; andTransaction or (ii) indicating that a Permit is revoked or about to be revoked or that a Permit is required in any jurisdiction in which such Permit has not been obtained, which revocation or failure to obtain has had or would reasonably be expected to have a Material Adverse Effect; (ivc) any Action actions, suits, claims, investigations or proceedings commenced or, to Seller’s its Knowledge, threatened against, relating to or involving or otherwise affecting Seller any Acquired Company, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 Sections 3.11 or 3.14, as the case may be, or that relates relate to the consummation of the transactions contemplated by this Agreement.Transaction; (bd) Buyer’s receipt any inaccuracy in or breach of information pursuant to this Section 8.5 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller covenant contained in this Agreement Agreement; and (including Section 10.1e) and any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Article 8 impossible or unlikely. No such notice shall not be deemed to supplement or amend or supplement the Disclosure SchedulesSchedule for the purpose of (i) determining the accuracy of any of the representations and warranties made by the Sellers in this Agreement, or (ii) determining whether any of the conditions set forth in Article 8 has been satisfied.

Notice of Certain Events. (a) From the date hereof until the Closing, Seller shall promptly notify Buyer in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 9.2 7.02 to be satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any notice or other communication from any Governmental Authority, including Authority in connection with the transactions contemplated by this Agreement; and (iv) any Action Actions commenced or, to Seller’s 's Knowledge, threatened against, relating to or involving or otherwise affecting Seller or the Company Group that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.19 3.14 or that relates to the consummation of the transactions contemplated by this Agreement. (b) Buyer’s 's receipt of information pursuant to this Section 8.5 5.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement (including Section 10.18.02 and Section 9.01(b)) and shall not be deemed to amend or supplement the Disclosure Schedules.