Common use of Notice of Events Clause in Contracts

Notice of Events. (a) National General shall promptly notify ACP, and ACP shall promptly notify National General, in writing, upon (1) becoming aware of any order or decree or any complaint praying for an order or decree restraining or enjoining the execution of this Agreement or the consummation of the transactions contemplated by this Agreement, or (2) receiving any notice from any Governmental Entity of its intention to (i) institute a suit or proceeding to restrain or enjoin the -15- execution of this Agreement or the consummation of the transactions contemplated by this Agreement or (ii) nullify or render ineffective this Agreement or such transactions if consummated. (b) During the period from the date hereof to the Transaction Closing Date or the earlier termination of this Agreement, National General shall promptly notify ACP in writing if National General becomes aware of: (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties had any such representation or warranty been made as of the time of National General's discovery of such event, fact or condition; (ii) any material failure on its part or ACP's or the Tower Companies' part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of ACP's representations or warranties hereunder. (c) During the period from the date hereof to the Transaction Closing Date or the earlier termination of this Agreement, ACP shall promptly notify National General in writing if ACP becomes aware of: (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties had any such representation or warranty been made as of the time of ACP's discovery of such event, fact or condition; (ii) any material failure on its part or National General's part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of National General's representations or warranties hereunder.

Notice of Events. (a) National General shall promptly notify ACP, and ACP shall promptly notify National General, in writing, upon (1) becoming aware of any order or decree or any complaint praying for an order or decree restraining or enjoining the execution of this Agreement or the consummation of the transactions contemplated by this Agreement, or (2) receiving any notice from any Governmental Entity of its intention to (i) institute a suit or proceeding to restrain or enjoin the -15- execution of this Agreement or the consummation of the transactions contemplated by this Agreement or (ii) nullify or render ineffective this Agreement or such transactions if consummated. (b) During the period from From the date hereof to until the Transaction Closing Date or the earlier termination of this Agreement, National General Seller shall promptly notify ACP Buyer in writing if National General Seller or any of its Affiliates becomes aware of: (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its the representations or warranties of Seller in Article II, had any such representation or warranty been made as of the time of National General's Seller’s or its Affiliates discovery of such event, fact or condition; , (ii) the filing or initiation of any Legal Proceeding that seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement, or (iii) any material failure on its part or ACP's or the Tower Companies' Seller’s part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; , in each case, which breach or (iii) failure would reasonably be expected to prevent or materially delay the occurrence consummation of the transactions contemplated by this Agreement or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of ACP's representations or warranties hereunderto impair Seller’s ability to perform its obligations under this Agreement. (cb) During the period from From the date hereof to until the Transaction Closing Date or the earlier termination of this Agreement, ACP Buyer shall promptly notify National General Seller in writing if ACP Buyer or any of its Affiliates becomes aware of: (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its the representations or warranties of Buyer in Article III, had any such representation or warranty been made as of the time of ACP's Buyer’s or its Affiliates discovery of such event, fact or condition; , (ii) the filing or initiation of any Legal Proceeding that seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement, (iii) any material failure on its part or National General's Buyer’s part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; , in each case, which breach or (iii) failure would reasonably be expected to prevent or materially delay the occurrence consummation of the transactions contemplated by this Agreement or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of National General's representations or warranties hereunderto impair Buyer’s ability to perform its obligations under this Agreement.

Notice of Events. (a) National General During the period from the date hereof to the Closing Date or the earlier termination of this Agreement, Seller shall promptly notify ACPBuyer in writing if, to the Company’s Knowledge, there shall be (i) the occurrence or non-occurrence of any event which has caused any of its or the Company’s representations or warranties contained herein to be untrue or inaccurate in any material respect and ACP (ii) any material failure on the part of the Company or the Seller to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. Should any such event, fact or condition require any change to the Disclosure Schedule, Seller shall promptly notify National Generaldeliver to Buyer a supplement to the Disclosure Schedule providing a reasonably detailed description of such change. In the event that Seller delivers one or more supplements to the Disclosure Schedule pursuant to this Section 6.7(a) that reflect any events, in writing, upon (1) becoming aware of any order facts or decree conditions that first occur or any complaint praying for an order or decree restraining or enjoining arise after the execution date of this Agreement which individually or in the consummation of aggregate would cause the transactions contemplated condition set forth in Section 7.2(a) or 7.2(g) not to be satisfied, Buyer shall have the right to terminate this Agreement by written notice to that effect (specifying the basis for such termination); provided that, if Buyer does not exercise such right to terminate this Agreement, or (2) receiving any notice from any Governmental Entity of its intention to (i) institute a suit or proceeding Buyer will be deemed to restrain or enjoin have accepted such supplements to the -15- execution of this Agreement or the consummation of the transactions contemplated by this Agreement or Disclosure Schedule, (ii) nullify the delivery of any such supplement will be deemed to have cured any misrepresentation or render ineffective this Agreement breach of warranty that otherwise might have existed hereunder by reason of such events, fact or condition and (iii) from and after the Closing Date, Buyer will not have any claim for indemnification for any such transactions if consummatedevents, facts or conditions. (b) During the period from the date hereof to the Transaction Closing Date or the earlier termination of this Agreement, National General Buyer shall promptly notify ACP the Seller in writing if National General Buyer becomes aware of: of (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties had any such representation or warranty been made as of the time of National General's Buyer’s discovery of such event, fact or condition; condition and (ii) any material failure on its part or ACP's or the Tower Companies' part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of ACP's representations or warranties hereunder. (c) During the period from the date hereof to the Transaction Closing Date or the earlier termination of this Agreement, ACP shall promptly notify National General in writing if ACP becomes aware of: (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties had any such representation or warranty been made as of the time of ACP's discovery of such event, fact or condition; (ii) any material failure on its part or National General's part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of National General's representations or warranties hereunder.

Notice of Events. (a) National General shall promptly notify ACP, and ACP shall promptly notify National General, in writing, upon (1) becoming aware of any order or decree or any complaint praying for an order or decree restraining or enjoining the execution of this Agreement or the consummation of the transactions contemplated by this Agreement, or (2) receiving any notice from any Governmental Entity of its intention to (i) institute a suit or proceeding to restrain or enjoin the -15- execution of this Agreement or the consummation of the transactions contemplated by this Agreement or (ii) nullify or render ineffective this Agreement or such transactions if consummated. (b) During the period from the date hereof of this Agreement to the Transaction Closing Date or the earlier termination of this Agreement, National General the Buyer shall promptly notify ACP advise Holdco in writing if National General it becomes aware of: of (i) the occurrence occurrence, or non-occurrence occurrence, of any event of which it has knowledge, which has caused, or the existence of could reasonably be expected to cause, any fact or condition that would cause or constitute a breach of any of its representations or warranties had any such representation or warranty been made as by the Buyer to be untrue or inaccurate in any material respect at any time after the date of this Agreement and prior to the time of National General's discovery of such event, fact or conditionClosing Date; and (ii) any material failure on its part or ACP's or the Tower Companies' Buyer’s part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; . In addition, the Buyer shall promptly notify Holdco if the Buyer obtains knowledge that any of the representations and warranties of Holdco or (iii) any Seller in this Agreement are not true and correct in all material respects, or if the occurrence or non-occurrence Buyer obtains knowledge of any event material errors in, or omissions from, the Schedules or the existence of any fact or condition that would cause or constitute a breach of any of ACP's representations or warranties hereunderDisclosure Schedule (including the updated Schedules and updated Disclosure Schedule) to this Agreement. (cb) During the period from the date hereof of this Agreement to the Transaction Closing Date or the earlier termination of this Agreement, ACP Holdco shall promptly notify National General advise the Buyer in writing if ACP becomes aware of: (i) the occurrence in Holdco’s Knowledge, there is an occurrence, or non-occurrence occurrence, of any event event, which has caused, or the existence of could reasonably be expected to cause, any fact or condition that would cause or constitute a breach of any of its representations or warranties had any such representation or warranty been made as by Holdco or any Seller to be untrue or inaccurate in any material respect at any time after the date of this Agreement and prior to the time of ACP's discovery of such event, fact or conditionClosing Date; and (ii) any material failure on its part or National General's Holdco’s part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; . If any such event requires any change to the Disclosure Schedule to this Agreement, then Holdco promptly shall deliver to the Buyer a supplement to the Disclosure Schedule specifying such change. If such updated Disclosure Schedule reflects any event occurring or arising at any time after the date of this Agreement and prior to the Closing Date, then (iiiA) the occurrence specified representations and warranties made by Holdco or non-occurrence any Seller will be deemed automatically modified to reflect such event as of the date that such event occurs or arises, and (B) unless the event giving rise to such modification has resulted, individually or in the aggregate with other changes, in a Material Adverse Effect, the Buyer will not have the right to terminate this Agreement on account of such modification of the representations and warranties made by Holdco or any Seller. (c) The delivery of any event such updated Disclosure Schedule will be deemed to have cured any misrepresentation or the existence of any fact or condition that would cause or constitute a breach of warranty that otherwise might have existed hereunder by reason of such event and the Buyer will not have any claim for 36 indemnification for any such event. In the event of National General's representations or warranties hereunderan update that discloses a Material Adverse Effect reflected in a Disclosure Schedule that occurred more than two Business Days prior to the Closing Date, such updated Disclosure Schedule must be delivered to Buyer no later than two Business Days prior to the Closing Date. In the event of an update that discloses a Material Adverse Effect reflected in a Disclosure Schedule that occurred less than two Business Days prior to the Closing Date, Sellers shall promptly deliver such updated Disclosure Schedule to Buyer (and in any event prior to the Closing Date) and Buyer shall then have the option to extend the Closing Date by a period not to exceed three (3) Business Days from its receipt of the updated Disclosure Schedule disclosing a Material Adverse Effect in order to determine whether it will terminate this Agreement on account of such Material Adverse Effect.

Notice of Events. (a) National General Buyer shall promptly notify ACPSeller, and ACP Seller shall promptly notify National GeneralBuyer, in writing, upon (1) becoming aware of any order or decree or any complaint praying for an order or decree restraining or enjoining the execution of this Agreement or the consummation of the transactions contemplated by this Agreement, or (2) receiving any notice from any Governmental Entity of its intention to (i) institute a suit or proceeding to restrain or enjoin the -15- execution of this Agreement or the consummation of the transactions contemplated by this Agreement or (ii) nullify or render ineffective this Agreement or such transactions if consummated. (b) During the period from the date hereof to the Transaction Closing Date or the earlier termination of this Agreement, National General Buyer shall promptly notify ACP the Seller in writing if National General Buyer becomes aware of: (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties had any such representation or warranty been made as of the time of National General's the Buyer’s discovery of such event, fact or condition; (ii) any material failure on its part or ACP's the Seller’s or the Tower Companies' ’ part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of ACP's Seller’s representations or warranties hereunder. (c) During the period from the date hereof to the Transaction Closing Date or the earlier termination of this Agreement, ACP Seller shall promptly notify National General the Buyer in writing if ACP Seller becomes aware of: (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties had any such representation or warranty been made as of the time of ACP's the Seller’s discovery of such event, fact or condition; (ii) any material failure on its part or National General's the Buyer’s part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of National General's Buyer’s representations or warranties hereunder.

Notice of Events. (a) National General AmTrust shall promptly notify ACP, and ACP shall promptly notify National GeneralAmTrust, in writing, upon (1) becoming aware of any order or decree or any complaint praying for an order or decree restraining or enjoining the execution of this Agreement or the consummation of the transactions contemplated by this Agreement, or (2) receiving any notice from any Governmental Entity of its intention to (i) institute a suit or proceeding to restrain or enjoin the -15- execution of this Agreement or the consummation of the transactions contemplated by this Agreement or (ii) nullify or render ineffective this Agreement or such transactions if consummated. (b) During the period from the date hereof to the Transaction Closing Date or the earlier termination of this Agreement, National General AmTrust shall promptly notify ACP in writing if National General AmTrust becomes aware of: (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties had any such representation or warranty been made as of the time of National GeneralAmTrust's discovery of such event, fact or condition; (ii) any material failure on its part or ACP's or the Tower Companies' part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of ACP's representations or warranties hereunder. (c) During the period from the date hereof to the Transaction Closing Date or the earlier termination of this Agreement, ACP shall promptly notify National General AmTrust in writing if ACP becomes aware of: (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties had any such representation or warranty been made as of the time of ACP's discovery of such event, fact or condition; (ii) any material failure on its part or National GeneralAmTrust's part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of National GeneralAmTrust's representations or warranties hereunder.

Notice of Events. (a) National General shall promptly notify ACP, and ACP shall promptly notify National General, in writing, upon (1) becoming aware of any order or decree or any complaint praying for an order or decree restraining or enjoining the execution of this Agreement or the consummation of the transactions contemplated by this Agreement, or (2) receiving any notice from any Governmental Entity of its intention to (i) institute a suit or proceeding to restrain or enjoin the -15- execution of this Agreement or the consummation of the transactions contemplated by this Agreement or (ii) nullify or render ineffective this Agreement or such transactions if consummated. (b) During the period from the date hereof to the Transaction Closing Date or the earlier termination of this Agreement, National General Parent shall promptly notify ACP the Company in writing if National General Parent becomes aware of: of (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties contained herein had any such representation or warranty been made as of the time of National General's Parent’s discovery of such event, fact or condition; condition and (ii) any material failure on its part or ACP's or the Tower Companies' part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of ACP's representations or warranties hereunder. (cb) During the period from commencing on the date hereof to and ending on the Transaction Closing Date or the earlier termination of this AgreementAgreement (the “Updating Period”), ACP the Company shall promptly notify National General Parent in writing if ACP the Company becomes aware of: of (i) the occurrence or non-occurrence of any event occurring or not occurring, as the case may be, during the Updating Period or the existence of any fact or condition arising during the Updating Period that would cause or constitute a breach of any of its representations or warranties contained herein had any such representation or warranty been made as of the time of ACP's the Company’s discovery of such event, fact or condition; condition and (ii) any material failure on its part or National General's the Stockholder Representative’s part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied during the Updating Period by it hereunder; or (iii) the occurrence or non-occurrence of any event or the existence of Stockholder Representative hereunder. Should any such event, fact or condition require any change to the Disclosure Schedule, the Company shall promptly deliver to Parent a supplement to the Disclosure Schedule specifying such change. (c) In the event that would the Company delivers one or more supplements to the Disclosure Schedule pursuant to Section 5.7(b) that reflect any events, facts or conditions which would, individually or in the aggregate, cause the conditions set forth in Sections 6.2(a) or constitute a 6.2(b) not to be satisfied and Parent does not exercise its right to terminate this Agreement on the basis of such supplemented Disclosure Schedule, within ten Business Days of Parent’s receipt of any such supplement to the Disclosure Schedule, Parent will be deemed to have accepted such supplemented Disclosure Schedule, the delivery of any such supplement will be deemed to have cured any misrepresentation or breach of warranty or covenant that otherwise might have existed hereunder by reason of such events, fact or condition and, from and after the Effective Time and no Buyer Indemnitee will have any of National General's representations claim for indemnification pursuant to Article VII for any such events, facts or warranties hereunderconditions.

Notice of Events. Between the date of this Agreement and the earlier of the Closing and the date on which the Agreement is terminated in accordance with its terms, (i) the Company Stockholder and the Company shall give prompt notice to Parent and (ii) Parent shall give prompt notice to the Company, of: (a) National General shall promptly notify ACPany fact, and ACP shall promptly notify National Generalevent or circumstance to the Knowledge of the Company or the Company Stockholder or to the Knowledge of Parent, in writingas applicable, upon (1) becoming aware that would cause, or reasonably be expected to cause, the failure of any order or decree or any complaint praying for an order or decree restraining or enjoining the execution of this Agreement or conditions precedent to its obligations as specified in Article 6 to be satisfied so as to permit the consummation of the transactions contemplated by this Agreementhereby prior to the End Date, (b) any fact, event or circumstance that (1), to the Knowledge of the Company or the Company Stockholder or to the Knowledge of Parent, as applicable, would, individually or in the aggregate, have a Company Material Adverse Effect or a Parent Material Adverse Effect, as applicable, (2) to the Knowledge of the Company or to the Knowledge of Parent, as applicable, would cause, or reasonably be expected to cause or constitute, a breach in any material respect of the representations and warranties of the applicable Party herein, or (23) receiving would cause, or reasonably be expected to cause or constitute, a breach in any material respect of any covenant or other agreement to be performed or complied with by the applicable Party hereunder, (c) the receipt of any notice or other communication from any Governmental Entity Person alleging that the Consent of its intention to (i) institute a suit such Person is or proceeding to restrain or enjoin the -15- execution of this Agreement or the consummation of may be required in connection with the transactions contemplated by this Agreement hereby, and (d) any Legal Proceedings commenced or, to the Knowledge of the Company or (ii) nullify the Company Stockholder or render ineffective this Agreement to the Knowledge of Parent, as applicable, threatened, relating to or such transactions involving or otherwise affecting an applicable Party that, if consummated. (b) During the period from pending on the date hereof to the Transaction Closing Date or the earlier termination of this Agreement, National General shall promptly notify ACP in writing if National General becomes aware of: (i) would have been required to have been disclosed by the occurrence or non-occurrence applicable Party hereunder; provided, however, that the delivery of any event notice pursuant to this Section 5.5 shall not limit or otherwise affect the existence of remedies available hereunder to any fact or condition that would cause or constitute a breach of any of its representations or warranties had any such representation or warranty been made as of the time of National General's discovery of such event, fact or condition; (ii) any material failure on its part or ACP's or the Tower Companies' part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of ACP's representations or warranties hereunderParty. (c) During the period from the date hereof to the Transaction Closing Date or the earlier termination of this Agreement, ACP shall promptly notify National General in writing if ACP becomes aware of: (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties had any such representation or warranty been made as of the time of ACP's discovery of such event, fact or condition; (ii) any material failure on its part or National General's part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of National General's representations or warranties hereunder.

Notice of Events. (a) National General shall promptly notify ACP, and ACP shall promptly notify National General, in writing, upon (1) becoming aware of any order or decree or any complaint praying for an order or decree restraining or enjoining the execution of this Agreement or the consummation of the transactions contemplated by this Agreement, or (2) receiving any notice from any Governmental Entity of its intention to (i) institute a suit or proceeding to restrain or enjoin the -15- execution of this Agreement or the consummation of the transactions contemplated by this Agreement or (ii) nullify or render ineffective this Agreement or such transactions if consummated. (b) During the period from the date hereof to the Transaction Closing Date or the earlier termination of this Agreement, National General Purchasers shall promptly notify ACP the Sellers in writing if National General any Purchaser becomes aware of: of (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties had any such representation or warranty been made as of the time of National General's such Purchaser’s discovery of such event, fact or condition; condition and (ii) any material failure on its the part or ACP's or the Tower Companies' part of any Purchaser to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of ACP's representations or warranties hereunder. (cb) During the period from the date hereof prior to the Transaction Closing Date or the earlier termination of this Agreement, ACP the Sellers shall promptly notify National General Purchasers in writing if ACP becomes the Sellers become aware of: of (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its the Sellers’ representations or warranties contained herein had any such representation or warranty been made as of the time of ACP's the discovery of such event, fact or condition; condition and (ii) any material failure on its the part or National General's part of any Seller to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; . Should any such event, fact or condition require any change to the Disclosure Schedule, the Sellers shall promptly deliver to Purchasers a supplement to the Disclosure Schedule specifying such change. (iiic) In the event that the Sellers deliver one or more supplements to the Disclosure Schedule pursuant to Section 4.7(b) and the Closing occurs and so long as any such supplement does not relate to the occurrence or non-occurrence of any event or fact that Sellers knew or should have known existed as of the existence date of this Agreement, Purchasers will be deemed to have accepted such supplemented Disclosure Schedule, the delivery of any fact such supplement will be deemed to have cured any misrepresentation or condition that would cause or constitute a breach of any representation, warranty or covenant and, from and after the Closing Date, no Purchaser Indemnitee will have any claim for indemnification for any such events, facts or conditions. If any supplement does relate to the occurrence or non-occurrence of National General's representations any event or warranties hereunderfact that Sellers knew or should have known existed as of the date of this Agreement, the Purchaser Indemnitees’ ability to make a claim for indemnification for any such events, facts or conditions shall not have been waived and shall be preserved in full.

Notice of Events. (a) National General shall promptly notify ACP, and ACP shall promptly notify National General, in writing, upon (1) becoming aware of any order or decree or any complaint praying for an order or decree restraining or enjoining the execution of this Agreement or the consummation of the transactions contemplated by this Agreement, or (2) receiving any notice from any Governmental Entity of its intention to (i) institute a suit or proceeding to restrain or enjoin the -15- execution of this Agreement or the consummation of the transactions contemplated by this Agreement or (ii) nullify or render ineffective this Agreement or such transactions if consummated. (b) During the period from the date hereof to the Transaction Closing Date or the earlier termination of this Agreement, National General the Buyer shall promptly notify ACP the Seller in writing if National General the Buyer becomes aware of: of (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties had any such representation or warranty been made as of the time of National Generalthe Buyer's discovery of such event, fact or condition; condition and (ii) any material failure on its part or ACP's or the Tower Companies' part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of ACP's representations or warranties hereunder. (cb) During the period from the date hereof prior to the Transaction Closing Date or the earlier termination of this Agreement, ACP the Seller shall promptly notify National General the Buyer in writing if ACP the Seller becomes aware of: of (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties contained herein had any such representation or warranty been made as of the time of ACPthe Company's discovery of such event, fact or condition; condition and (ii) any material failure on its part or National General's part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of . Should any event or the existence of any such event, fact or condition require any change to the Seller's Disclosure Schedule, the Seller shall promptly deliver to the Buyer a supplement to the Seller's Disclosure Schedule specifying such change. (c) In the event that the Seller delivers one or more supplements to the Seller's Disclosure Schedule pursuant to Section 5.20(b) that reflects any events, facts or conditions which, individually or in the aggregate, would cause the conditions set forth in Sections 6.3 or constitute a 6.4 not to be satisfied and the Buyer does not exercise its right to terminate this Agreement on the basis of such supplements to the Seller's Disclosure Schedule, within ten (10) Business Days of the Buyer's receipt of such supplements to the Seller's Disclosure Schedule, the Buyer will be deemed to have accepted such supplemented Seller's Disclosure Schedule, the delivery of any such supplement will be deemed to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of such event, fact or condition and, from and after the Closing Date, no Buyer Indemnitee will have any of National General's representations claim for indemnification for any such events, facts or warranties hereunderconditions.

Notice of Events. (a) National General During the period from the date hereof to the Closing Date or the earlier termination of this Agreement, Purchaser shall promptly notify ACP, and ACP shall promptly notify National General, Seller Parent in writing, upon (1) becoming writing if Purchaser becomes aware of any order or decree or any complaint praying for an order or decree restraining or enjoining the execution of this Agreement or the consummation of the transactions contemplated by this Agreement, or (2) receiving any notice from any Governmental Entity of its intention to (i) institute a suit the occurrence or proceeding to restrain or enjoin the -15- execution non-occurrence of this Agreement any event or the consummation existence of any fact or condition that would cause or constitute a breach of any Purchaser representations or warranties contained herein had any such representation or warranty been made as of the transactions contemplated by this Agreement time of Purchaser’s discovery of such event, fact or condition, and (ii) nullify any material failure on Purchaser’s part to comply with or render ineffective this Agreement satisfy any covenant, condition or such transactions if consummatedagreement to be complied with or satisfied by it hereunder. (b) During the period from the date hereof to the Transaction Closing Date or the earlier termination of this Agreement, National General Seller Parent shall promptly notify ACP Purchaser in writing if National General becomes Sellers become aware of: of (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its Sellers’ representations or warranties contained herein had any such representation or warranty been made as of the time of National General's Sellers’ discovery of such event, fact or condition; , and (ii) any material failure on its part or ACP's or the Tower Companies' Sellers’ part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of . Should any event or the existence of any such event, fact or condition that would cause require any change to the Disclosure Schedule (including the section or constitute sections of the Disclosure Schedule set forth in the Side Letter), Sellers shall promptly deliver to Purchaser a breach of any of ACP's representations or warranties hereundersupplement to the Disclosure Schedule (and the Side Letter, if applicable) specifying such change. (c) During In the period from the date hereof event that Sellers deliver one or more supplements to the Transaction Closing Date Disclosure Schedule (and the Side Letter, if applicable) pursuant to Section 5.6(b), whether or not reflecting events, facts or conditions which individually or in the earlier termination aggregate could cause the conditions set forth in Sections 6.2(a) or 6.2(b) not to be satisfied, and Purchaser does not exercise their right to terminate this Agreement on the basis of this Agreementsuch supplemented Disclosure Schedule (and Side Letter), ACP shall promptly notify National General in writing if ACP becomes aware of: such updates would cause such conditions to fail, within five (i5) the occurrence or non-occurrence Business Days of Purchaser’s receipt of any event or supplement to the existence Disclosure Schedule (and Side Letter) in accordance with Section 7.1(g), Purchaser will be deemed to have accepted such supplemented Disclosure Schedule (and Side Letter), the delivery of any fact such supplement will be deemed to have cured any misrepresentation or condition that would cause or constitute a breach of warranty that otherwise might have existed hereunder by reason of such events, facts or conditions and, from and after the Closing Date, Purchaser will not have any of its representations or warranties had claim for indemnification for any such representation events, facts or warranty been made as of the time of ACP's discovery of such event, fact or condition; (ii) any material failure on its part or National General's part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of National General's representations or warranties hereunderconditions.

Notice of Events. (a) National General shall promptly notify ACP, and ACP shall promptly notify National General, in writing, upon (1) becoming aware of any order or decree or any complaint praying for an order or decree restraining or enjoining the execution of this Agreement or the consummation of the transactions contemplated by this Agreement, or (2) receiving any notice from any Governmental Entity of its intention to (i) institute a suit or proceeding to restrain or enjoin the -15- execution of this Agreement or the consummation of the transactions contemplated by this Agreement or (ii) nullify or render ineffective this Agreement or such transactions if consummated. (b) During the period from From the date hereof to until the Transaction Closing Date or the earlier termination of this Agreement, National General Seller shall promptly notify ACP Buyer in writing if National General Seller or any of its Affiliates becomes aware of: (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its the representations or warranties of Seller in Article II or Article III, had any such representation or warranty been made as of the time of National General's Seller’s or its Affiliates discovery of such event, fact or condition; , (ii) the filing or initiation of any Legal Proceeding that seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement (and to the extent legally permissible, shall provide Buyer and its designated representatives with copies of all filings and correspondence in respect of any such Legal Proceeding), or (iii) any material failure on its part or ACP's or the Tower Companies' Seller’s part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; , in each case, which breach or (iii) failure would reasonably be expected to prevent or materially delay the occurrence consummation of the transactions contemplated by this Agreement or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of ACP's representations or warranties hereunderto impair Seller’s ability to perform its obligations under this Agreement. (cb) During the period from From the date hereof to until the Transaction Closing Date or the earlier termination of this Agreement, ACP Buyer shall promptly notify National General Seller in writing if ACP Buyer or any of its Affiliates becomes aware of: (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its the representations or warranties of Buyer in Article IV, had any such representation or warranty been made as of the time of ACP's Buyer’s or its Affiliates discovery of such event, fact or condition; , (ii) the filing or initiation of any Legal Proceeding that seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement, (iii) any material failure on its part or National General's Buyer’s part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; , in each case, which breach or (iii) failure would reasonably be expected to prevent or materially delay the occurrence consummation of the transactions contemplated by this Agreement or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of National General's representations or warranties hereunderto impair Buyer’s ability to perform its obligations under this Agreement.

Notice of Events. (a) National General shall promptly notify ACP, and ACP shall promptly notify National General, in writing, upon (1) becoming aware of any order or decree or any complaint praying for an order or decree restraining or enjoining the execution of this Agreement or the consummation of the transactions contemplated by this Agreement, or (2) receiving any notice from any Governmental Entity of its intention to (i) institute a suit or proceeding to restrain or enjoin the -15- execution of this Agreement or the consummation of the transactions contemplated by this Agreement or (ii) nullify or render ineffective this Agreement or such transactions if consummated. (b) During the period from the date hereof to the Transaction Closing Date or the earlier termination of this Agreement, National General Buyer shall promptly notify ACP Seller in writing if National General Buyer becomes aware of: of (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties had any such representation or warranty been made as of the time of National General's Buyer’s discovery of such event, fact or condition; condition and (ii) any material failure on its part or ACP's or the Tower Companies' part 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 5.6(a) shall not (A) affect the determination of (x) whether the satisfaction of the Closing conditions set forth in Article VI have been satisfied or waived, (y) whether and to what extent there is any right to indemnification under Article VII or (iiiz) whether a right of termination exists under Article VIII or (B) otherwise limit or affect the occurrence or non-occurrence of any event or rights and remedies available hereunder to the existence of any fact or condition that would cause or constitute a breach of any of ACP's representations or warranties hereunderParty receiving such notice. (cb) During the period from the date hereof prior to the Transaction Closing Date or the earlier termination of this Agreement, ACP Seller shall promptly notify National General Buyer in writing if ACP becomes aware of: if, to the Company’s Knowledge, there shall be (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties contained herein had any such representation or warranty been made as of the time of ACP's the Company’s discovery of such event, fact or condition; condition and (ii) any material failure on its part or National General's part 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 5.6(b) shall not (A) affect the determination of (x) whether the satisfaction of the Closing conditions set forth in Article VI have been satisfied or waived, (y) whether and to what extent there is any right to indemnification under Article VII or (iiiz) whether a right of termination exists under Article VIII or (B) otherwise limit or affect the occurrence or non-occurrence of any event or rights and remedies available hereunder to the existence of any fact or condition that would cause or constitute a breach of any of National General's representations or warranties hereunderParty receiving such notice.

Notice of Events. (a) National General AmTrust shall promptly notify ACP, and ACP shall promptly notify National GeneralAmTrust, in writing, upon (1) becoming aware of any order or decree or any complaint praying for an order or decree -13- restraining or enjoining the execution of this Agreement or the consummation of the transactions contemplated by this Agreement, or (2) receiving any notice from any Governmental Entity of its intention to (i) institute a suit or proceeding to restrain or enjoin the -15- execution of this Agreement or the consummation of the transactions contemplated by this Agreement or (ii) nullify or render ineffective this Agreement or such transactions if consummated. (b) During the period from the date hereof to the Transaction Closing Date or the earlier termination of this Agreement, National General AmTrust shall promptly notify ACP in writing if National General AmTrust becomes aware of: (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties had any such representation or warranty been made as of the time of National GeneralAmTrust's discovery of such event, fact or condition; (ii) any material failure on its part or ACP's or the Tower Companies' part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of ACP's representations or warranties hereunder. (c) During the period from the date hereof to the Transaction Closing Date or the earlier termination of this Agreement, ACP shall promptly notify National General AmTrust in writing if ACP becomes aware of: (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties had any such representation or warranty been made as of the time of ACP's discovery of such event, fact or condition; (ii) any material failure on its part or National GeneralAmTrust's part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of National GeneralAmTrust's representations or warranties hereunder.

Notice of Events. (a) National General shall promptly notify ACP, and ACP shall promptly notify National General, in writing, upon (1) becoming aware of any order or decree or any complaint praying for an order or decree restraining or enjoining the execution of this Agreement or the consummation of the transactions contemplated by this Agreement, or (2) receiving any notice from any Governmental Entity of its intention to (i) institute a suit or proceeding to restrain or enjoin the -15- execution of this Agreement or the consummation of the transactions contemplated by this Agreement or (ii) nullify or render ineffective this Agreement or such transactions if consummated. (b) During the period from the date hereof of this Agreement to the Transaction Closing Date or the earlier termination of this Agreement, National General each Purchaser shall promptly notify ACP Sellers in writing if National General it becomes aware of: of (i) the occurrence occurrence, or non-occurrence occurrence, of any event of which it has knowledge, which has caused, or the existence of could reasonably be expected to cause, any fact or condition that would cause or constitute a breach of any of its representations or warranties had any such representation or warranty been made as by such Purchaser to be untrue or inaccurate in any material respect at any time after the date of this Agreement and prior to the time of National General's discovery of such event, fact or conditionClosing Date; and (ii) any material failure on its part or ACP's or the Tower Companies' Purchasers’ part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it such Purchaser hereunder; . In addition, each Purchaser shall promptly notify Sellers if such Purchaser obtains knowledge that any of the representations and warranties of Sellers in this Agreement and the Schedules hereto (including the updated Schedules) are not true and correct in all material respects, or (iii) the occurrence or non-occurrence if such Purchaser obtains knowledge of any event material errors in, or omissions from, the existence of any fact or condition that would cause or constitute a breach of any of ACP's representations or warranties hereunderSchedules (including the updated Schedules) to this Agreement. (cb) During the period from the date hereof of this Agreement to the Transaction Closing Date or the earlier termination of this Agreement, ACP Sellers shall promptly notify National General Purchasers in writing if ACP becomes aware of: (i) the occurrence in Sellers’ Knowledge, there is an occurrence, or non-occurrence occurrence, of any event event, which has caused, or the existence of could reasonably be expected to cause, any fact or condition that would cause or constitute a breach of any of its representations or warranties had any such representation or warranty made by Sellers to be untrue or inaccurate in any material respect at any time after the date of this Agreement and prior to the Closing Date, provided that Sellers shall not be obligated to notify Purchasers of any such event that is permitted under, or has been made as of the time of ACP's discovery of such eventapproved by Purchasers pursuant to, fact or conditionSection 6.1; and (ii) any material failure on its part or National General's Sellers’ part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it Sellers hereunder; . Sellers may, by notice in accordance with the terms of this Agreement, supplement the Schedules, as appropriate, with respect to any matter that arises or (iii) becomes known by Sellers after the occurrence or non-occurrence of any event or the existence of any fact or condition date hereof and that would cause have been required to be set forth or constitute described in the Schedules had such matter existed or been known to Sellers as of the date of this Agreement. Any such update shall be made promptly after such matter arises or becomes known to Sellers. For all purposes of this Agreement, including for purposes of determining whether the conditions set forth in Section 7.2 have been fulfilled, the Schedules shall be deemed to include only that information contained therein on the date of this Agreement and shall be deemed to exclude all information contained in any supplement or amendment to the Schedules (which shall be subject to a breach claim for indemnity upon termination hereof), but if the Closing shall occur, then all matters disclosed pursuant to any such supplement or amendment at or prior to the Closing shall be waived and Purchasers shall not be entitled to make a claim thereon pursuant to the terms of any of National General's representations this Agreement or warranties hereunderotherwise.

Notice of Events. (a) National General shall promptly notify ACP, and ACP shall promptly notify National General, in writing, upon (1) becoming aware of any order or decree or any complaint praying for an order or decree restraining or enjoining the execution of this Agreement or the consummation of the transactions contemplated by this Agreement, or (2) receiving any notice from any Governmental Entity of its intention to (i) institute a suit or proceeding to restrain or enjoin the -15- execution of this Agreement or the consummation of the transactions contemplated by this Agreement or (ii) nullify or render ineffective this Agreement or such transactions if consummated. (b) During the period from the date hereof to the Transaction Closing Date or the earlier termination of this Agreement, National General shall promptly notify ACP in writing if National General becomes aware of: (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties had any such representation or warranty been made as of the time of National General's ’s discovery of such event, fact or condition; (ii) any material failure on its part or ACP's ’s or the Tower Companies' ’ part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of ACP's ’s representations or warranties hereunder. (c) During the period from the date hereof to the Transaction Closing Date or the earlier termination of this Agreement, ACP shall promptly notify National General in writing if ACP becomes aware of: (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties had any such representation or warranty been made as of the time of ACP's ’s discovery of such event, fact or condition; (ii) any material failure on its part or National General's ’s part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of National General's ’s representations or warranties hereunder.

Notice of Events. (a) National General shall promptly notify ACP, and ACP shall promptly notify National General, in writing, upon (1) becoming aware of any order or decree or any complaint praying for an order or decree restraining or enjoining the execution of this Agreement or the consummation of the transactions contemplated by this Agreement, or (2) receiving any notice from any Governmental Entity of its intention to (i) institute a suit or proceeding to restrain or enjoin the -15- execution of this Agreement or the consummation of the transactions contemplated by this Agreement or (ii) nullify or render ineffective this Agreement or such transactions if consummated. (b) During the period from the date hereof to the Transaction Closing Date or the earlier termination of this Agreement, National General the Purchaser shall promptly notify ACP in writing the Principal Member if National General the Purchaser becomes aware of: of (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would be reasonably likely to cause or constitute a breach of any of its representations or warranties had any such representation or warranty been made as of the time of National General's the Purchaser’s discovery of such event, fact or condition; condition and (ii) any material failure on its part or ACP's or the Tower Companies' part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of ACP's representations or warranties hereunder. (cb) During the period from the date hereof prior to the Transaction Closing Date or the earlier termination of this Agreement, ACP the Principal Member shall promptly notify National General the Purchaser in writing if ACP becomes aware of: there shall be (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would be reasonably likely to cause or constitute a breach of any of its respective representations or warranties contained herein had any such representation or warranty been made as of the time of ACP's the Principal Member’s discovery of such event, fact or condition; condition and (ii) any material failure on its part or National General's part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. Should any such event, fact or condition require any change to the Schedule, the Principal Member shall promptly deliver to the Purchaser a supplement to the Schedule (along with an additional information requested by the Purchaser related thereto) specifying such change. Such supplemental delivery shall not affect any rights of the Purchaser under Article VIII or Article IX based upon the original Schedule and differences of the supplemental delivery therefrom, and such supplemental delivery shall not, in effect, bring forward such original Schedule for compliance with Section 8.2, except to the extent that the Principal Member is updating (i) Schedule 4.12 to add Permits that become necessary to conduct the Business after the date of this Agreement or (ii) Schedule 4.11 to delete Contracts to the extent such Contracts are terminated by the counterparty thereto and to add Contracts to the extent such Contracts are entered into by the Company pursuant to Section 6.1; provided, however, that the deletion of those Contracts set forth on Schedule 6.5(b) from Schedule 4.11 shall not affect any rights of the Purchaser under Article VIII, Article IX or Section 6.5(c). The Principal Member shall deliver to the Purchaser any supplements to the Schedule at least five (5) Business Days prior to the anticipated Closing Date, provided that any supplements to the Schedules that are required as a result of developments occurring within five (5) Business Days of the anticipated Closing Date may be made within two (2) Business Days of the anticipated Closing Date. (c) Other than events, facts or conditions to which the Purchaser consents pursuant to Section 6.1, in the event that the Principal Member delivers one or more supplements to the Schedule pursuant to Section 6.5(b) that reflect any events, facts or conditions that individually or in the aggregate would cause the conditions set forth in Sections 8.2(a) or 8.2(b) not to be satisfied, and the Principal Member acknowledges and agrees in writing that the Purchaser has the right to terminate this Agreement pursuant to Section 8.3(e) of this Agreement on the basis of such supplemented Schedule and the Purchaser does not acknowledge in writing within five (5) Business Days of the Purchaser’s receipt of any supplement to the Schedule that (i) the Purchaser accepts such supplemented Schedule, (ii) the delivery of any such supplement will be deemed to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of such events, fact or condition and, (iii) from and after the occurrence Closing Date, the Purchaser will not have any claim for indemnification for any such events, facts or non-occurrence of conditions as set forth on such supplemented Schedule, then this Agreement shall automatically terminate without any event or the existence of further action by any fact or condition that would cause or constitute a breach of any of National General's representations or warranties hereunderParty.

Notice of Events. (a) National General shall promptly notify ACP, and ACP shall promptly notify National General, in writing, upon (1) becoming aware of any order or decree or any complaint praying for an order or decree restraining or enjoining the execution of this Agreement or the consummation of the transactions contemplated by this Agreement, or (2) receiving any notice from any Governmental Entity of its intention to (i) institute a suit or proceeding to restrain or enjoin the -15- execution of this Agreement or the consummation of the transactions contemplated by this Agreement or (ii) nullify or render ineffective this Agreement or such transactions if consummated. (b) During the period from the date hereof to the Transaction Closing Date or the earlier termination of this Agreement, National General Purchaser shall promptly notify ACP the Target Companies in writing if National General Purchaser becomes aware of: of (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties had any such representation or warranty been made as of the time of National General's Purchaser’s discovery of such event, fact or condition; condition and (ii) any material failure on its part or ACP's or the Tower Companies' part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of ACP's representations or warranties hereunder. (cb) During the period from the date hereof to the Transaction Closing Date or the earlier termination of this Agreement, ACP the Seller Representative shall promptly notify National General Purchaser in writing if ACP the Target Companies or any Seller becomes aware of: of (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its the Target Companies’ or any Seller’s representations or warranties contained herein had any such representation or warranty been made as of the time of ACP's the discovery of such event, fact or condition; condition and (ii) any material failure on its the part of the Target Companies or National General's part any Seller to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; . If any such event, fact or condition should arise (iiiA) during the occurrence period commencing on the date hereof and ending on the Closing Date, and (B) that would require a change to the Disclosure Schedule, then the Seller Representative shall promptly deliver to Purchaser a supplement to the Disclosure Schedule specifying such change. Any such supplement to the Disclosure Schedule shall cure any such misrepresentation, breach or non-occurrence compliance of any event representation, warranty or covenant that otherwise exists hereunder, and, from and after the existence Closing Date, no Purchaser Indemnitee shall have the right to seek indemnification for any Damages arising from or relating to any such events, facts or conditions. For the avoidance of any fact or condition doubt, nothing in this Section 5.8 shall limit Purchaser’s ability to claim that would cause or constitute a breach of any of National General's representations or warranties hereunderMaterial Adverse Effect has occurred pursuant to Section 6.2(a).

Notice of Events. (a) National General Buyer shall promptly notify ACPSeller, and ACP Seller shall promptly notify National GeneralBuyer, in writing, upon (1i) becoming aware of any order or decree Governmental Order or any complaint praying for an order or decree restraining or enjoining the execution of this Agreement or the consummation of the transactions contemplated by this Agreement, or (2ii) receiving any notice from any Governmental Entity of its intention to (ix) institute a suit or proceeding to restrain or enjoin the -15- execution of this Agreement or the consummation of the transactions contemplated by this Agreement or (iiy) nullify or render ineffective this Agreement or such transactions if consummated. (b) During the period from the date hereof to the Transaction Closing Date or the earlier termination of this Agreement, National General Buyer shall promptly notify ACP Seller in writing if National General Buyer becomes aware of: (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties had any such representation or warranty been made as of the time of National General's Buyer’s discovery of such event, fact or condition; or (ii) any material failure on its part or ACP's or the Tower Companies' part to comply with or satisfy any covenantevent, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause has resulted in, or constitute a breach could reasonably be expected to result in, the failure of any of ACP's the conditions set forth in Section 7.3; provided that any such notification shall not cure any inaccuracy in or breach of Buyer’s representations and warranties contained in this Agreement for any purpose, including the indemnification and termination rights contained in this Agreement or warranties hereunderfor determining whether or not the conditions set forth in Section 7.3(a) have been satisfied. (c) During the period from the date hereof to the Transaction Closing Date or the earlier termination of this Agreement, ACP Seller shall promptly notify National General Buyer in writing if ACP Seller becomes aware of: (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties had any such representation or warranty been made as of the time of ACP's Seller’s discovery of such event, fact or condition; or (ii) any material failure on its part or National General's part to comply with or satisfy any covenantevent, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause has resulted in, or constitute a breach could reasonably be expected to result in, the failure of any of National General's the conditions set forth in Section 7.2; provided that any such notification shall not cure any inaccuracy in or breach of Seller’s representations and warranties contained in this Agreement for any purpose, including the indemnification and termination rights contained in this Agreement or warranties hereunderfor determining whether or not the conditions set forth in Section 7.2(a) have been satisfied.

Notice of Events. (a) National General shall promptly notify ACP, and ACP shall promptly notify National General, in writing, upon (1) becoming aware of any order or decree or any complaint praying for an order or decree restraining or enjoining the execution of this Agreement or the consummation of the transactions contemplated by this Agreement, or (2) receiving any notice from any Governmental Entity of its intention to (i) institute a suit or proceeding to restrain or enjoin the -15- execution of this Agreement or the consummation of the transactions contemplated by this Agreement or (ii) nullify or render ineffective this Agreement or such transactions if consummated. (b) During the period from the date hereof to the Transaction Closing Date or the earlier termination of this Agreement, National General Buyer shall promptly notify ACP the Company in writing if National General Buyer becomes aware of: of (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties had any such representation or warranty been made as of the time of National General's Buyer’s discovery of such event, fact or condition; condition and (ii) any material failure on its part or ACP's or the Tower Companies' part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of ACP's representations or warranties hereunder. (cb) During the period from the date hereof prior to the Transaction Closing Date or the earlier termination of this Agreement, ACP the Company shall promptly notify National General Buyer in writing if ACP becomes aware of: to the Company’s Knowledge, there shall be (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties contained herein had any such representation or warranty been made as of the time of ACP's the Company’s discovery of such event, fact or condition; condition and (ii) any material failure on its part or National General's part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of . Should any event or the existence of any such event, fact or condition require any change to the Disclosure Schedule, the Company shall promptly deliver to Buyer a supplement to the Disclosure Schedule specifying such change, provided however, that would cause or constitute a such notice shall be for informational purposes only and shall not be deemed to cure any breach of or otherwise modify representation, warranty, covenant or agreement or to satisfy any of National General's representations or warranties hereundercondition.

Notice of Events. (a) National General shall promptly notify ACP, and ACP shall promptly notify National General, in writing, upon (1) becoming aware of any order or decree or any complaint praying for an order or decree restraining or enjoining the execution of this Agreement or the consummation of the transactions contemplated by this Agreement, or (2) receiving any notice from any Governmental Entity of its intention to (i) institute a suit or proceeding to restrain or enjoin the -15- execution of this Agreement or the consummation of the transactions contemplated by this Agreement or (ii) nullify or render ineffective this Agreement or such transactions if consummated. (b) During the period from the date hereof to the Transaction Closing Date or the earlier termination of this Agreement, National General Buyer shall promptly notify ACP the Company in writing if National General Buyer becomes aware of: of (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties had any such representation or warranty been made as of the time of National General's Buyer’s discovery of such event, fact or condition; condition and (ii) any material failure on its part or ACP's or the Tower Companies' part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of ACP's representations or warranties hereunder. (cb) During the period from the date hereof prior to the Transaction Closing Date or the earlier termination of this Agreement, ACP the Company shall promptly notify National General Buyer in writing if ACP becomes aware of: to the Company’s Knowledge, there shall be (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties contained herein had any such representation or warranty been made as of the time of ACP's the Company’s discovery of such event, fact or condition; condition and (ii) any material failure on its part or National General's part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of . Should any event or the existence of any such event, fact or condition require any change to the Disclosure Schedule, the Company shall promptly deliver to Buyer a supplement to the Disclosure Schedule specifying such change. (c) In the event the Company delivers one or more supplements to the Disclosure Schedule pursuant to Section 5.6(b) that reflect any events facts or conditions which individually or in the aggregate would cause the conditions set forth in Sections 6.2(a) or constitute a 6.2(b) not to be satisfied and Buyer does not exercise its right to terminate within five (5) Business Days after receipt of such supplement, then Buyer shall be deemed to have accepted such supplemental Disclosure Schedule, the delivery of any such supplement will be deemed to have cured any misrepresentation or breach of warranty that otherwise might have existed by reason of such events, fact or condition and, from and after the Closing Date, no Buyer Indemnified Party shall have any of National General's representations claim for indemnification for any such events, facts or warranties hereunderconditions.

Notice of Events. (a) National General shall promptly notify ACP, and ACP shall promptly notify National General, in writing, upon (1) becoming aware of any order or decree or any complaint praying for an order or decree restraining or enjoining the execution of this Agreement or the consummation of the transactions contemplated by this Agreement, or (2) receiving any notice from any Governmental Entity of its intention to (i) institute a suit or proceeding to restrain or enjoin the -15- execution of this Agreement or the consummation of the transactions contemplated by this Agreement or (ii) nullify or render ineffective this Agreement or such transactions if consummated. (b) During the period from the date hereof prior to the Transaction Closing Date Effective Time or the earlier termination of this Agreement, National General Buyer shall promptly notify ACP the Holder Representative in writing if National General becomes aware of: Buyer obtains Knowledge of (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would reasonably be expected to cause or constitute a material breach of any of its representations or warranties contained herein had any such representation or warranty been made as of the time of National General's Buyer’s discovery of such event, fact or condition; condition and (ii) any material failure on its part or ACP's or the Tower Companies' part to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; , in each case in the foregoing clauses (i) and (ii), to the extent that such material breach or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that material failure would reasonably be expected to cause or constitute a breach of any of ACP's representations or warranties hereunderthe conditions set forth in Section 9.3 to not be satisfied. (cb) During the period from the date hereof prior to the Transaction Closing Date Effective Time or the earlier termination of this Agreement, ACP the Holder Representative or the Company shall promptly notify National General Buyer in writing if ACP becomes aware of: either obtains Knowledge of (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would reasonably be expected to cause or constitute a material breach of any of its the Company’s representations or warranties contained herein had any such representation or warranty been made as of the time of ACP's the discovery of such event, fact or condition; condition and (ii) any material failure on its the part or National General's part of the Company to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; , in each case in the foregoing clauses (i) and (ii), to the extent that such material breach or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that material failure would reasonably be expected to cause or constitute a breach of any of National General's representations the conditions set forth in Section 9.2 to not be satisfied. (c) No such notice by the Company, the Holder Representative, Merger Sub or warranties hereunderBuyer, as applicable, pursuant to this Section 8.4(c) shall be deemed to cure any breach for purposes of Article IV or Article V or have any effect on any of the obligations of the parties pursuant to this Agreement.

Notice of Events. (a) National General shall promptly notify ACP, and ACP shall promptly notify National General, in writing, upon (1) becoming aware of any order or decree or any complaint praying for an order or decree restraining or enjoining the execution of this Agreement or the consummation of the transactions contemplated by this Agreement, or (2) receiving any notice from any Governmental Entity of its intention to (i) institute a suit or proceeding to restrain or enjoin the -15- execution of this Agreement or the consummation of the transactions contemplated by this Agreement or (ii) nullify or render ineffective this Agreement or such transactions if consummated. (b) During the period from the date hereof to the Transaction Closing Date or the earlier termination of this Agreement, National General Buyer shall promptly notify ACP Seller in writing if National General Buyer becomes aware of: of (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties had any such representation or warranty been made as of the time of National General's Buyer’s discovery of such event, fact or condition; condition and (ii) any material failure on its part or ACP's or the Tower Companies' part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of ACP's representations or warranties hereunder. (cb) During the period from the date hereof prior to the Transaction Closing Date or the earlier termination of this Agreement, ACP Seller shall promptly notify National General Buyer in writing if ACP Seller becomes aware of: of (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties contained herein had any such representation or warranty been made as of the time of ACP's Seller’s discovery of such event, fact or condition; condition and (ii) any material failure on its part or National General's part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of . Should any event or the existence of any such event, fact or condition require any change to the Seller’s Disclosure Schedule, Seller shall promptly deliver to Buyer a supplement to Seller’s Disclosure Schedule specifying such change. (c) In the event that Seller delivers one or more supplements to the Seller’s Disclosure Schedule pursuant to Section 5.10(b) that reflects any events, facts or conditions which, individually or in the aggregate, would cause the conditions set forth in Sections 6.1 or constitute a 6.2 not to be satisfied and Buyer does not exercise its right to terminate this Agreement pursuant to Section 10.1(d) on the basis of such supplemented Seller’s Disclosure Schedule within ten Business Days of Buyer’s receipt thereof, Buyer will be deemed to have accepted such supplemented Seller’s Disclosure Schedule, the delivery of any such supplement will be deemed to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of such event, fact or condition and, from and after the Closing Date, no Buyer Indemnified Party will have any claim for indemnification for any such events, facts or conditions. In the event Buyer elects to exercise its right to terminate this Agreement pursuant to Section 10.1(d) on the basis of National General's representations such supplemented Seller’s Disclosure Schedule, Buyer’s right to pursue all legal remedies available to it shall survive such termination unimpaired. (d) Notwithstanding anything to the contrary set forth in this Section 5.10, in the event that Seller delivers one or warranties hereundermore supplements to the Seller’s Disclosure Schedule pursuant to Section 5.10(b) that reflect any events, facts or conditions which, individually or in the aggregate, would not cause the conditions set forth in Sections 6.1 or 6.2 not to be satisfied, Buyer’s rights to indemnification, reimbursement or other remedy based on such events, facts or conditions shall not be affected, subject to the limitations set forth in Section 11.

Notice of Events. (a) National General shall promptly notify ACP, and ACP shall promptly notify National General, in writing, upon (1) becoming aware of any order or decree or any complaint praying for an order or decree restraining or enjoining the execution of this Agreement or the consummation of the transactions contemplated by this Agreement, or (2) receiving any notice from any Governmental Entity of its intention to (i) institute a suit or proceeding to restrain or enjoin the -15- execution of this Agreement or the consummation of the transactions contemplated by this Agreement or (ii) nullify or render ineffective this Agreement or such transactions if consummated. (b) During the period from the date hereof to of this Agreement until the Transaction Closing Date or the earlier termination of this Agreement, National General each party hereto shall promptly notify ACP the other party hereto in writing if National General as soon as such party becomes aware of: (i) of the occurrence occurrence, or non-occurrence occurrence, of any event event, condition or circumstance occurring at any time (whether before or after the existence date of this Agreement) which (a) has caused, or would reasonably be expected to cause, any fact representation or condition that would cause warranty made by such party in this Agreement to become untrue; provided, that, for purposes of this clause (a) any reference to the “Company’s Knowledge” or constitute a breach of any of its representations or warranties had any similar qualification set forth in such representation or warranty been made as shall be disregarded, (b) would constitute a violation or breach of the time of National General's discovery of this Agreement or cause any failure by such event, fact or condition; (ii) any material failure on its part or ACP's or the Tower Companies' part party to comply with or satisfy any covenant, Closing condition or agreement to be complied with or satisfied by it hereunder; such party hereunder or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of ACP's representations or warranties hereunder. (c) During would reasonably be expected to delay or otherwise materially affect the period from consummation of the Contemplated Transactions and/or the Financing Transactions. In furtherance and not in limitation of the foregoing, (i) following the date hereof for a period of 20 consecutive days (the “Inquiry Period”) and (ii) on a date determined by the Company within five (5) Business Days of the written request of Investor (the “Closing Inquiry Date”) (for the avoidance of doubt, Investor can make the foregoing request only once and such request must be at least five (5) Business Days prior to the Transaction Closing Date or the earlier termination of this AgreementDate), ACP shall promptly notify National General in writing if ACP becomes aware of: (i) the occurrence or non-occurrence of with respect to any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties had any such representation or warranty been made contained in Article IV that is qualified by the “Company’s Knowledge”, the Company agrees to use commercially reasonable efforts to cause the Knowledge Members to (x) make reasonable due inquiry of each such Knowledge Member’s direct reports and (y) make due inquiry of the Company’s counsel (including healthcare counsel) with respect to the subject matter addressed by the applicable representations and warranties (the Company’s Knowledge, as qualified by the information obtained from such inquiries, the “Updated Company Knowledge”). Promptly following such Inquiry Period, the Company shall update the Disclosure Schedules with any additional information and disclosures applicable as a result of the foregoing inquiry. In the event that the Company provides an update to the Disclosure Schedules in accordance with this Section 6.8, it shall provide such additional disclosures to Investor promptly in accordance with Section 10.5. Following the delivery of notice by a Party (the “Disclosing Party”) to the other Party (the “Update Recipient”) of any addition to the disclosure included in the Disclosing Party’s Schedules in accordance with this Section 6.8 (the “Updated Schedules”), the Update Recipient would have ten (10) Business Days to advise the Disclosing Party in writing (an “Update MAE Notice”) in accordance with Section 10.5 that, as of such date, it believes the time information set forth in the Updated Schedules, together with all changes, effects, events, occurrences, state of ACP's discovery of such eventfacts or developments previously disclosed in accordance with this Section 6.8 (individually or in the aggregate), fact or condition; (ii) any material failure on its part or National General's part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach Material Adverse Effect or Investor MAE, as the case may be (an “Update MAE”). Following the delivery notice of any an Update MAE Notice to the Disclosing Party, the Update Recipient would have an additional five (5) Business Days (the “Update MAE Determination Period”) in which to terminate this Agreement as a result of National General's representations the Update MAE pursuant to, in the case of Investor, Section 8.1(c)(ii) or warranties hereunderSection 8.1(c)(iii), or, in the case of the Company, Section 8.2(b)(ii). During the Update MAE Determination Period, the Disclosing Party and the Update Recipient shall cooperate in good faith with respect to the determination of whether there is a Material Adverse Effect or an Investor MAE, as the case may. If the Update Recipient has not terminated this Agreement pursuant to the applicable provisions referenced above prior to 10:00 pm Eastern Time on the last day of the Update MAE Determination Period, the Update Recipient shall have been deemed to have waived its right to terminate this Agreement based on the changes, effects, events, occurrences, state of facts or developments disclosed in accordance with this Section 6.8 prior to the delivery of the Update MAE Notice pursuant to, in the case of Investor, Section 7.3(g) or Section 7.3(i), or, in the case of the Company, Section 7.2(d) or Section 7.2(m); provided, however, that in the event that there is a further update to the Schedules by the Disclosing Party, the provisions of this Section 6.8 with respect to an Update MAE shall once again apply and all changes, effects, events, occurrences, state of facts or developments previously disclosed in accordance with this Section 6.8 will be taken into consideration by the Update Recipient in determining whether there is a Material Adverse Effect or an Investor MAE, as the case may be.

Notice of Events. (a) National General shall promptly notify ACP, and ACP shall promptly notify National General, in writing, upon (1) becoming aware of any order or decree or any complaint praying for an order or decree restraining or enjoining the execution of this Agreement or the consummation of the transactions contemplated by this Agreement, or (2) receiving any notice from any Governmental Entity of its intention to (i) institute a suit or proceeding to restrain or enjoin the -15- execution of this Agreement or the consummation of the transactions contemplated by this Agreement or (ii) nullify or render ineffective this Agreement or such transactions if consummated. (b) During the period from the date hereof to the Transaction Closing Date or the earlier termination of this Agreement, National General shall promptly notify ACP in writing if National General becomes aware of: (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties had any such representation or warranty been made as of the time of National General's ’s discovery of such event, fact or condition; (ii) any material failure on its part or ACP's ’s or the Tower Companies' ’ part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of ACP's ’s representations or warranties hereunder. (c) During the period from the date hereof to the Transaction Closing Date or the earlier termination of this Agreement, ACP shall promptly notify National General in writing if ACP becomes aware of: (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties had any such representation or warranty been made as of the time of ACP's ’s discovery of such event, fact or condition; (ii) any material failure on its part or National General's ’s part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of National General's ’s representations or warranties hereunder.

Notice of Events. (a) National General shall promptly notify ACP, and ACP shall promptly notify National General, in writing, upon (1) becoming aware of any order or decree or any complaint praying for an order or decree restraining or enjoining During the execution of this Agreement period prior to the Closing Date or the consummation earlier termination of the transactions contemplated by this Agreement, or (2) receiving any notice from any Governmental Entity of its intention the Securityholder Representative may notify the Buyer in writing if, to the Company’s Knowledge, there shall be (i) institute a suit the occurrence or proceeding to restrain or enjoin the -15- execution non-occurrence of this Agreement any event or the consummation existence of any fact or condition that would cause or constitute a breach of any of the transactions contemplated by this Agreement Securityholders’ representations or warranties contained herein had such representation or warranty been made as of the time of such event, fact or condition that has become part of the Company’s Knowledge and (ii) nullify any material failure on its part to comply with or render ineffective this Agreement satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. Should any such transactions if consummatedevent, fact or condition require any change to the Disclosure Schedule, the Securityholder Representative may deliver to Buyer a supplement to the Disclosure Schedule specifying such change. (b) During the period from the date hereof to the Transaction Closing Date or the earlier termination of this Agreement, National General shall promptly the Buyer may notify ACP the Securityholder Representative in writing if National General the Buyer becomes aware of: of (i) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of its representations or warranties had any such representation or warranty been made as of the time of National General's the Buyer’s discovery of such event, fact or condition; condition and (ii) any material failure on its part or ACP's or the Tower Companies' part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of ACP's representations or warranties hereunder. (c) During In the period from event that the date hereof Securityholder Representative delivers one or more supplements to the Transaction Closing Date Disclosure Schedule pursuant to Section 6.7(a) that reflect any events, facts or conditions which individually or in the earlier termination aggregate would allow Buyer to terminate this Agreement pursuant to Section 8.1(f) and the Buyer does not exercise its right to terminate this Agreement on the basis of this Agreement, ACP shall promptly notify National General in writing if ACP becomes aware of: such supplemented Disclosure Schedule within five (i5) days of the occurrence or non-occurrence Buyer’s receipt of any event or supplement to the existence Disclosure Schedule, the Buyer will be deemed to have accepted such supplemental Disclosure Schedule. The delivery of any such supplement will be deemed to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of such events, fact or condition that would cause or constitute a breach of and, from and after the Closing Date, the Buyer will not have any of its representations or warranties had claim against the Securityholders for any such representation events, facts or warranty been made as of the time of ACP's discovery of such event, fact or condition; (ii) any material failure on its part or National General's part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or (iii) the occurrence or non-occurrence of any event or the existence of any fact or condition that would cause or constitute a breach of any of National General's representations or warranties hereunderconditions.