Common use of Notice of Developments Clause in Contracts

Notice of Developments. From and after the date of this Agreement until the earlier of the Acquisition Closing or the termination of this Agreement in accordance with its terms, the Company shall promptly (and in any event prior to the Acquisition Closing) notify SPAC in writing, and SPAC shall promptly (and in any event prior to the Acquisition Closing) notify the Company in writing, upon any of the Group Companies or SPAC, as applicable, becoming aware (awareness being determined with reference to the Knowledge of the Company or the Knowledge of SPAC, as the case may be): (i) of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which has caused or is reasonably likely to cause any condition to the obligations of any party to effect the Transactions not to be satisfied or (ii) of any notice or other communication from any Governmental Authority which is reasonably likely to have a material adverse effect on the ability of the parties hereto to consummate the Transactions or to materially delay the timing thereof. The delivery of any notice pursuant to this Section 6.5 shall not cure any breach of any representation or warranty requiring disclosure of such matter or any breach of any covenant, condition or agreement contained in this Agreement or any other Transaction Document or otherwise limit or affect the rights of, or the remedies available to, SPAC or the Company, as applicable. Notwithstanding anything to the contrary contained herein, any failure to give such notice pursuant to this Section 6.5 shall not give rise to any liability of the Company or SPAC or be taken into account in determining whether the conditions in Article IX have been satisfied or give rise to any right of termination set forth in Article X.

Notice of Developments. From and after During the date of this Agreement until the earlier of the Acquisition Closing or the termination of this Agreement in accordance with its termsInterim Period, the Company shall promptly (and in any event prior to the Acquisition Closing) notify SPAC in writing, and SPAC shall promptly (and in any event prior to the Acquisition Closing) notify the Company in writing, upon any of the Group Companies or SPAC, as applicable, becoming aware (awareness being determined with reference to the Knowledge of the Company or the Knowledge of SPAC, as the case may be): ) (i) of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which has caused or is reasonably likely to cause any condition to the obligations of any party to effect the Transactions not to be satisfied or (ii) of any notice or other communication from any Governmental Authority which is reasonably likely to have a material adverse effect on the ability of the parties hereto to consummate the Transactions or to materially delay the timing thereof. The delivery of any notice pursuant to this Section 6.5 5.8 shall not cure any breach of any representation or warranty requiring disclosure of such matter or any breach of any covenant, condition or agreement contained in this Agreement or any other Transaction Document or otherwise limit or affect the rights of, or the remedies available to, SPAC or the Company, as applicable. Notwithstanding anything to the contrary contained herein, any failure to give such notice pursuant to this Section 6.5 5.8 shall not give rise to any liability of the Company or SPAC or be taken into account in determining whether the conditions in Article IX VIII have been satisfied or give rise to any right of termination set forth in Article X.IX.

Notice of Developments. From and after During the date of this Agreement until the earlier of the Acquisition Closing or the termination of this Agreement in accordance with its termsInterim Period, the Company shall promptly (and in any event prior to the Acquisition Closing) notify SPAC in writing, and SPAC shall promptly (and in any event prior to the Acquisition Closing) notify the Company in writing, upon any of the Group Companies or SPAC, as applicable, becoming aware (awareness being determined with reference to the Knowledge of the Company or the Knowledge of SPAC, as the case may be): (i) of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which has caused or is reasonably likely to cause any condition to the obligations of any party Party to effect the Transactions not to be satisfied or (ii) of any notice or other communication from any Governmental Authority which is reasonably likely to have a material adverse effect on the ability of the parties hereto Parties to consummate the Transactions or to materially delay the timing thereof. The delivery of any notice pursuant to this Section 6.5 8.7 shall not cure any breach of any representation or warranty requiring disclosure of such matter or any breach of any covenant, condition or agreement contained in this Agreement or any other Transaction Document or otherwise limit or affect the rights of, or the remedies available to, SPAC or the Company, as applicable. Notwithstanding anything to the contrary contained herein, any failure to give such notice pursuant to this Section 6.5 8.7 shall not give rise to any liability of the Company or SPAC or be taken into account in determining whether the conditions in Article IX have been satisfied or give rise to any right of termination set forth in Article X.

Notice of Developments. From and after the date of this Agreement Effective Date until the earlier of the Acquisition Closing Closing, or the earlier termination of this Agreement in accordance with its termsARTICLE VIII, the Company and RXi shall promptly (and in any event prior to the Acquisition Closing) notify SPAC in writing, and SPAC shall promptly (and in any event prior to the Acquisition Closing) notify the Company Investors in writing, upon writing (with any of the Group Companies or SPAC, as applicable, becoming aware (awareness being determined with reference such writing to include a written update to the Knowledge of Schedules, to the extent applicable) upon the Company or the Knowledge of SPAC, as the case may be): RXi becoming aware: (i) that any representation or warranty made by the Company or RXi in this Agreement was when made, or has subsequently become, untrue or inaccurate in any material respect; (ii) of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which has caused or is may reasonably likely be expected to cause any condition to the obligations of any party hereto to effect the Contemplated Transactions not to be satisfied; (iii) of the failure of the Company or RXi to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by the Company or RXi pursuant to this Agreement or any Ancillary Agreement; (iiiv) of any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the Contemplated Transactions; (v) of any notice or other communication from any Governmental Authority which is reasonably likely to have a material adverse effect on in connection with the ability Contemplated Transactions; (vi) of the parties hereto to consummate commencement or initiation or threat of commencement or initiation of any Action regarding the Contemplated Transactions or to materially delay otherwise involving the timing thereofCompany, the Assets or the Business; (vii) of any material development in any pending Action regarding the Contemplated Transactions or otherwise involving the Company or the Business; or (viii) of any other material development affecting the Assets, Liabilities, Business, financial condition, operations or prospects of the Company. The delivery of any notice pursuant to this Section 6.5 4.04 shall not cure any breach of any representation or warranty requiring disclosure of such matter or any breach of any covenant, condition or agreement contained in this Agreement or any other Transaction Document Ancillary Agreement or otherwise limit or affect the rights of, or the remedies available to, SPAC or the CompanyInvestors. For the avoidance of doubt, as applicable. Notwithstanding anything the closing conditions set forth in Sections 5.01 and 5.02 and the indemnification provisions of ARTICLE IX shall be read without giving effect to any update to the contrary contained herein, any failure to give such notice Schedules or other written notices delivered pursuant to this Section 6.5 shall not give rise to any liability of the Company or SPAC or be taken into account in determining whether the conditions in Article IX have been satisfied or give rise to any right of termination set forth in Article X.4.04.

Notice of Developments. From and after the date of this Agreement until the earlier of the Acquisition Closing or the termination of this Agreement in accordance with its terms, each of PubCo, Merger Sub 1, Merger Sub 2 and the Company shall promptly (and in any event prior to the Acquisition Initial Closing) notify SPAC in writing, and SPAC shall promptly (and in any event prior to the Acquisition Closing) notify the Company Acquiror in writing, upon PubCo, Merger Sub 1, Merger Sub 2 or the Company or any of the Group Companies or SPACCompany’s Subsidiaries, as applicable, becoming aware (awareness being determined with reference to the Knowledge knowledge of the Company or the Knowledge of SPAC, as the case may be): Company) of: (ia) of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which has caused or is reasonably likely to cause any condition to the obligations of any party to effect the Transactions not to be satisfied satisfied, (b) any breach of a representation or warranty given by the Company in Article IV or by any Acquisition Entity in Article VI or (iic) of any notice or other communication from any Governmental Authority which is reasonably likely likely, individually or in the aggregate, to have a material an adverse effect in any material respect on the ability of the parties hereto (other than the Acquiror) to consummate the Transactions or to materially delay the timing thereof. The delivery of any notice pursuant to this Section 6.5 7.7 shall not cure any breach of any representation or warranty requiring disclosure of such matter or any breach of any covenant, condition or agreement contained in this Agreement or any other Transaction Document or otherwise limit or affect the rights of, or the remedies available to, SPAC or the Company, as applicable. Notwithstanding anything to the contrary contained herein, any failure to give such notice pursuant to this Section 6.5 shall not give rise to any liability of the Company or SPAC or be taken into account in determining whether the conditions in Article IX have been satisfied or give rise to any right of termination set forth in Article X.Acquiror.

Notice of Developments. From and after During the date of this Agreement until the earlier of the Acquisition Closing or the termination of this Agreement in accordance with its termsInterim Period, the Company shall promptly (and in any event prior to the Acquisition Closing) notify SPAC in writing, and SPAC shall promptly (and in any event prior to the Acquisition Closing) notify the Company in writing, upon any of the Group Companies or SPAC, as applicable, becoming aware (awareness being determined with reference to the Knowledge of the Company or the Knowledge of SPAC, as the case may be): ) (i) of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which has caused or is reasonably likely to cause any condition to the obligations of any party Party to effect the Transactions not to be satisfied or (ii) of any notice or other communication from any Governmental Authority which is reasonably likely to have a material adverse effect on the ability of the parties hereto to consummate the Transactions or to materially delay the timing thereof. The delivery of any notice pursuant to this Section 6.5 5.7 shall not cure any breach of any representation or warranty requiring disclosure of such matter or any breach of any covenant, condition or agreement contained in this Agreement or any other Transaction Document or otherwise limit or affect the rights of, or the remedies available to, SPAC or the Company, as applicable. Notwithstanding anything to the contrary contained herein, any failure to give such notice pursuant to this Section 6.5 5.7 shall not give rise to any liability of the Company or SPAC or be taken into account in determining whether the conditions in Article IX VIII have been satisfied or give rise to any right of termination set forth in Article X.IX.

Notice of Developments. From and after the date of this Agreement until the earlier of the Acquisition Closing or the termination of this Agreement in accordance with its terms, the Company and each Merger Sub shall promptly (and in any event prior to the Acquisition Closing) notify SPAC in writing, and SPAC shall promptly (and in any event prior to the Acquisition Closing) notify the Company and each Merger Sub in writing, upon any of the Group Companies Companies, the Merger Subs or SPAC, as applicable, becoming aware (awareness being determined with reference to the Knowledge of the Company or the Knowledge of SPAC, as the case may be): (i) of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which has caused or is reasonably likely to cause any condition to the obligations of any party to effect the Transactions not to be satisfied or (ii) of any notice or other communication from any Governmental Authority which is reasonably likely to have a material adverse effect on the ability of the parties hereto to consummate the Transactions or to materially delay the timing thereof. The delivery of any notice pursuant to this Section 6.5 shall not cure any breach of any representation or warranty requiring disclosure of such matter or any breach of any covenant, condition or agreement contained in this Agreement or any other Transaction Document or otherwise limit or affect the rights of, or the remedies available to, SPAC or the Company, as applicable. Notwithstanding anything to the contrary contained herein, any failure to give such notice pursuant to this Section 6.5 shall not give rise to any liability of the Company or SPAC or be taken into account in determining whether the conditions in Article IX have been satisfied or give rise to any right of termination set forth in Article X.

Notice of Developments. From and after the date of this Agreement until the earlier of the Acquisition Closing or the termination of this Agreement in accordance with its terms, the Company shall promptly (and in any event prior to the Acquisition Closing) notify SPAC in writing, and SPAC shall promptly (and in any event prior to the Acquisition Closing) notify the Company in writing, upon any of the Group Companies or SPAC, as applicable, becoming aware (awareness being determined with reference to the Knowledge of the Company or the Knowledge of SPAC, as the case may be): (ia) of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which has caused or is reasonably likely to cause any condition to the obligations of any party to effect the Transactions not to be satisfied or (iib) of any notice or other communication from any Governmental Authority which is reasonably likely to have a material adverse effect on the ability of the parties hereto to consummate the Transactions or to materially delay the timing thereof. The delivery of any notice pursuant to this Section 6.5 8.11 shall not cure any breach of any representation or warranty requiring disclosure of such matter or any breach of any covenant, condition or agreement contained in this Agreement or any other Transaction Document or otherwise limit or affect the rights of, or the remedies available to, SPAC or the Company, as applicable. Notwithstanding anything to the contrary contained herein, any failure to give such notice pursuant to this Section 6.5 8.11 shall not give rise to any liability Liability of the Company or SPAC or be taken into account in determining whether the conditions in Article IX have been satisfied or give rise to any right of termination set forth in Article X.

Notice of Developments. From and after the date of this Agreement until the earlier of the Acquisition Closing or the termination of this Agreement in accordance with its terms, the Company and each Merger Sub shall promptly (and in any event prior to the Acquisition ClosingFirst Merger Effective Time) notify SPAC in writing, and SPAC shall promptly (and in any event prior to the Acquisition ClosingFirst Merger Effective Time) notify the Company and each Merger Sub in writing, upon any of the Group Companies Companies, the Merger Subs or SPAC, as applicable, becoming aware (awareness being determined with reference to the Knowledge of the Company or the Knowledge of SPAC, as the case may be): (i) of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which has caused or is reasonably likely to cause any condition to the obligations of any party to effect the Transactions not to be satisfied or (ii) of any notice or other communication from any Governmental Authority which is reasonably likely to have a material adverse effect on the ability of the parties hereto to consummate the Transactions or to materially delay the timing thereof. The delivery of any notice pursuant to this Section 6.5 shall not cure any breach of any representation or warranty requiring disclosure of such matter or any breach of any covenant, condition or agreement contained in this Agreement or any other Transaction Document or otherwise limit or affect the rights of, or the remedies available to, SPAC or the Company, as applicable. Notwithstanding anything to the contrary contained herein, any failure to give such notice pursuant to this Section 6.5 shall not give rise to any liability Liability of the Company or SPAC or be taken into account in determining whether the conditions in Article IX have been satisfied or give rise to any right of termination set forth in Article X.

Notice of Developments. From and (a) No later than five Business Days prior to the date upon which the Closing is expected to be held, the Company shall notify Buyer by written update to the Disclosure Schedule of any development first occurring after the date of this Agreement until that would prevent the earlier satisfaction of one or more of the Acquisition conditions set forth in Sections 6.02(a), (b), (c) and (d) assuming the Closing were to occur at, or cause a breach of any of the termination representations or warranties set forth in Article III or Article IIIA of this Agreement if such representations and warranties were made or confirmed as of, the time of such written update, in accordance with its termseach case, without giving effect to the phrase “as of the date hereof”, provided, however, that if the Company gains knowledge of such a development less than five Business Days before Closing, the Company shall promptly (and notify Buyer of such development by written update as soon as reasonably practicable but in any event prior to the Acquisition Closing) notify SPAC in writing, and SPAC shall promptly (and in . Notwithstanding any event prior such written update to the Acquisition Closing) notify Disclosure Schedule, such update shall not have the Company effect of modifying or qualifying the representations and warranties set forth in writing, upon any Article III or ARTICLE IIIA of this Agreement or the Group Companies covenants and agreements required to be performed or SPAC, as applicable, becoming aware (awareness being determined complied with reference to the Knowledge of by the Company or the Knowledge of SPAC, as the case may be): (i) of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which has caused or is reasonably likely Stockholders under this Agreement and Buyer shall retain all rights to cause any condition to the obligations of any party to effect the Transactions not to be satisfied or (ii) of any notice or other communication from any Governmental Authority which is reasonably likely to have a material adverse effect on the ability of the parties hereto to consummate the Transactions or to materially delay the timing thereof. The delivery of any notice terminate this Agreement pursuant to Section 7.01 below by reason of such update, or decline to terminate this Section 6.5 Agreement and proceed with the Closing hereunder, in which event Buyer shall not cure any have the right to seek indemnification pursuant to Article VIII of this Agreement for breach of any representation of the representations or warranty requiring disclosure warranties or covenants of such matter or any breach of any covenant, condition or agreement contained the Company and the Stockholders made in this Agreement or in any other Transaction Document document or otherwise limit or affect the rights of, or the remedies available to, SPAC or the Company, as applicable. Notwithstanding anything to the contrary contained herein, any failure to give such notice certificate delivered pursuant to this Section 6.5 shall not give rise to any liability of the Company or SPAC or be taken into account in determining whether the conditions in Article IX have been satisfied or give rise to any right of termination set forth in Article X.Agreement.

Notice of Developments. From and after the date of this Agreement until the earlier of the Acquisition Second Closing or the termination of this Agreement in accordance with its terms, each of PubCo, Merger Sub I, Merger Sub II and the Company shall promptly (and in any event prior to the Acquisition Second Closing) notify SPAC in writing, and SPAC shall promptly (and in any event prior to the Acquisition Closing) notify the Company Acquiror in writing, upon PubCo, Merger Sub I, Merger Sub II or the Company or any of the Group Companies or SPACCompany’s Subsidiaries, as applicable, becoming aware (awareness being determined with reference to the Knowledge knowledge of the Company or the Knowledge of SPAC, as the case may be): Company) of: (ia) of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which has caused or is reasonably likely to cause any condition to the obligations of any party to effect the Transactions not to be satisfied satisfied, (b) any breach of a representation or warranty given by the Company in Article IV or by any Acquisition Entity in Article VI or (iic) of any notice or other communication from any Governmental Authority which is reasonably likely likely, individually or in the aggregate, to have a material an adverse effect in any material respect on the ability of the parties hereto (other than the Acquiror) to consummate the Transactions or to materially delay the timing thereof. The delivery of any notice pursuant to this Section 6.5 7.6 shall not cure any breach of any representation or warranty requiring disclosure of such matter or any breach of any covenant, condition or agreement contained in this Agreement or any other Transaction Document or otherwise limit or affect the rights of, or the remedies available to, SPAC or the Company, as applicable. Notwithstanding anything to the contrary contained herein, any failure to give such notice pursuant to this Section 6.5 shall not give rise to any liability of the Company or SPAC or be taken into account in determining whether the conditions in Article IX have been satisfied or give rise to any right of termination set forth in Article X.Acquiror.

Notice of Developments. From and after During the date of this Agreement until the earlier of the Acquisition Closing or the termination of this Agreement in accordance with its termsInterim Period, the Company shall promptly (and in any event prior to the Acquisition Closing) notify SPAC in writing, and SPAC shall promptly (and in any event prior to the Acquisition Closing) notify the Company in writing, upon any of the Group Companies or SPAC, as applicable, becoming aware (awareness being determined with reference to the Knowledge of the Company or the Knowledge of SPAC, as the case may be): (i) of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which has caused or is reasonably likely to cause any condition to the obligations of any party Party to effect the Transactions not to be satisfied satisfied; or (ii) of any notice or other communication from any Governmental Authority which is reasonably likely to have a material adverse effect on the ability of the parties hereto Parties to consummate the Transactions or to materially delay the timing thereof. The delivery of any notice pursuant to this Section 6.5 9.07 shall not cure any breach of any representation or warranty requiring disclosure of such matter or any breach of any covenant, condition or agreement contained in this Agreement or any other Transaction Document or otherwise limit or affect the rights of, or the remedies available to, SPAC or the Company, as applicable. Notwithstanding anything to the contrary contained herein, any failure to give such notice pursuant to this Section 6.5 9.07 shall not give rise to any liability of the Company or SPAC or be taken into account in determining whether the conditions in Article IX X have been satisfied or give rise to any right of termination set forth in Article X.XI.

Notice of Developments. From and after the date hereof until the Closing, from time to time the Company will give, as promptly as practicable upon becoming aware thereof, written notice to Purchaser of (a) any breach of the Company’s representations and warranties in this Agreement or any Ancillary Agreement (or that the Company reasonably expects to be breached as of the Closing Date) such that the condition in Section 9.2(a) would not be satisfied, (b) any failure of the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by the Company hereunder or thereunder such that the condition in Section 9.2(a) would not be satisfied, (c) any notice or other communication received by it from any Person alleging that the consent of such Person is or may be required, or that such Person intends to exercise rights arising, in connection with or as a result of this Agreement until and the earlier of the Acquisition Closing or the termination of this Agreement in accordance with its termstransactions contemplated hereunder, the Company shall promptly (and in any event prior except to the Acquisition Closing) notify SPAC in writingextent such consent is already contemplated by the Schedules, and SPAC shall promptly (and in d) any event prior to the Acquisition Closing) notify the Company in writing, upon any of the Group Companies Legal Proceeding commenced by or SPAC, as applicable, becoming aware (awareness being determined with reference to the Knowledge of against the Company or its assets or the Knowledge Business. No disclosure by the Company or Designated Equityholders pursuant to the preceding sentence, however, shall be deemed to amend or supplement the Schedules to this Agreement, or to prevent or cure any misrepresentation, breach of SPACwarranty, or breach of covenant or to limit or otherwise affect the remedies available hereunder to Purchaser. For clarity, the unintentional failure to give notice under this Section 7.3 shall not be deemed to be a breach of covenant under this Section 7.3 and shall constitute only a breach of the underlying representation, warranty, covenant, agreement or condition, as the case may be): (i) of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which has caused or is reasonably likely to cause any condition to the obligations of any party to effect the Transactions not to be satisfied or (ii) of any notice or other communication from any Governmental Authority which is reasonably likely to have a material adverse effect on the ability of the parties hereto to consummate the Transactions or to materially delay the timing thereof. The delivery of any notice pursuant to this Section 6.5 shall not cure any breach of any representation or warranty requiring disclosure of such matter or any breach of any covenant, condition or agreement contained in this Agreement or any other Transaction Document or otherwise limit or affect the rights of, or the remedies available to, SPAC or the Company, as applicable. Notwithstanding anything to the contrary contained herein, any failure to give such notice pursuant to this Section 6.5 shall not give rise to any liability of the Company or SPAC or be taken into account in determining whether the conditions in Article IX have been satisfied or give rise to any right of termination set forth in Article X..

Notice of Developments. From and after (a) Between the date of this Agreement until and the earlier Closing, each of the Acquisition Closing or the termination of this Agreement in accordance with its terms, the Company shall promptly (Sellers and in any event prior Purchasers will give prompt written notice to the Acquisition Closingother party of (i) notify SPAC in writingany material adverse event, and SPAC shall promptly fact, occurrence (and in any event prior or failure thereof) or development that such party becomes aware of which causes or would be reasonably likely to the Acquisition Closing) notify the Company in writing, upon cause or constitute a breach of any of the Group Companies or SPACrepresentations and warranties in Article 5 and Article 6 above, as applicable, becoming aware (awareness being determined with reference to the Knowledge as of the Company or Closing Date; (ii) the Knowledge of SPAC, as the case may be): (i) of the occurrence or non-occurrence of any event breach of any covenant by such Party (or such party's Affiliates) or the occurrence (or non-occurrence of which has caused or is reasonably likely to cause any condition to the obligations failure thereof) of any party to effect event that may make the Transactions not to be satisfied satisfaction of the conditions in Article 9 or Article 10, as applicable, impossible or unlikely; (iiiii) of any notice or other communication received by such party from any Governmental Authority which is reasonably likely to have a material adverse effect on in connection with this Agreement or the ability of the parties hereto to consummate the Transactions or to materially delay the timing thereof. The delivery of transactions herein contemplated; (iv) any notice or other communication received from any person alleging that the consent of such person is or may be required in connection with the transactions herein contemplated, if the subject matter of such communication or the failure of such party to obtain such consent could be material to either Purchasers, Sellers or any of their respective Affiliates; and (v) any proceeding commenced or threatened against, relating to or involving or otherwise affecting such party or any of its Affiliates which relate to this Agreement or the transactions herein contemplated. Except as provided in Section 7.6(b), such disclosure by any party pursuant to this Section 6.5 7.6(a), however, shall not be deemed to amend or supplement any schedule or cure any misrepresentation or breach of any representation or warranty requiring disclosure of such matter or any breach of any warranty, representation, covenant, condition or agreement contained in this Agreement or any other Transaction Document limit or otherwise limit or affect the rights of, or the remedies available to, SPAC or the Company, as applicable. Notwithstanding anything hereunder to the contrary contained herein, any failure to give such notice pursuant to this Section 6.5 shall not give rise to any liability of the Company or SPAC or be taken into account in determining whether the conditions in Article IX have been satisfied or give rise to any right of termination set forth in Article X.Purchasers.