Common use of Notices of Certain Events; Continuing Disclosure Clause in Contracts

Notices of Certain Events; Continuing Disclosure. (a) During the Pre-Closing Period, Sellers shall: (i) promptly notify Buyer Parent of any written communication from any Person alleging that the consent of such Person is or may be required in connection with the execution, delivery or performance of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby and thereby; (ii) promptly notify Buyer Parent of any written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (iii) promptly notify Buyer Parent of any actions, suits, claims, investigations or proceedings commenced or, to Sellers’ knowledge threatened in writing, against or relating to or involving or otherwise affecting the Business or that relate to the consummation of the transactions contemplated by this Agreement, which, had such actions, suits, claims, investigations or proceedings commenced or been threatened prior to the date hereof, would have been required to be disclosed on Schedule 3.10, or any material developments relating to any actions, suits, claims, investigations or proceedings disclosed pursuant to Section 3.10; (iv) upon any damage, destruction or loss to, or condemnation of, any Purchased Asset with a value (together with all other Purchased Assets damaged, destroyed, suffering a loss or condemned in the same or any related occurrence) in excess of $500,000, (A) promptly notify Buyer Parent and (B) consult with Buyer Parent as to the application of any and all insurance proceeds with respect thereto to repair, replace or restore such Purchased Asset; and (v) promptly notify Buyer Parent in writing prior to the Sellers or the Sold Companies either: (A) terminating or making any material amendment to a Material Contract; (B) renewing a Material Contract; (C) entering into a Material Contract either (I) as required by any agreement or benefit plan in effect as of the date hereof, (II) as required by any Law or Order, or (III) in the ordinary course of business consistent with past practice; (D) terminating the employment of any Key Employee; (E) entering into or amending any employment agreement with respect to any Key Employee; (F) adopting or amending any Benefit Plan with or for the benefit of Business Employees; or (G) agreeing or committing to do any of the foregoing; (b) Until the Closing Date, Sellers shall have the continuing obligation promptly to advise Buyers with respect to any matter hereafter arising or discovered that, if existing or known at the date of this Agreement, would have been required to be set forth or described in a Schedule to this Agreement or in the Disclosure Letter, or that constitutes a breach or prospective breach of this Agreement by Seller.

Notices of Certain Events; Continuing Disclosure. Each of Clinigence, iGambit and the Signing Stockholder shall promptly notify the other party of, and deliver to such other party copies of all documentation relating to: (a) During the Pre-Closing Period, Sellers shall: (i) promptly notify Buyer Parent of any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the execution, delivery or performance of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby and thereby; (ii) promptly notify Buyer Parent of any written communication from any Governmental Authority in connection with the transactions Merger contemplated by this Agreement’ (b) the occurrence of any breach by Clinigence, the Signing Stockholder or iGambit, as applicable, of any representation, warranty, covenant or agreement contained in this Agreement, promptly after Clinigence, the Signing Stockholder or iGambit, as applicable, becomes aware of any such breach, including without limitation any such breach that could reasonably be expected to cause any of the closing conditions set forth in ARTICLE 9 not to be satisfied; (iiic) promptly notify Buyer Parent of any actions, suits, claims, investigations or proceedings Action commenced or, to Sellers’ knowledge Clinigence’s Knowledge, iGambit’s Knowledge or the Signing Stockholder’s Knowledge, as applicable, threatened in writing, against or relating to or involving Clinigence or otherwise affecting the Business or iGambit, as applicable, that relate relates to the consummation of the Merger contemplated by this Agreement, or relates to any of the material assets of Clinigence or iGambit, as applicable, or any developments relating to any Action otherwise disclosed pursuant to this Agreement; (d) any notice, correspondence, document or other communication sent by or on behalf of Clinigence or iGambit, as applicable, to any party to any Material Contract or iGambit Material Contract or sent to Clinigence or iGambit, as applicable, by any party to any Material Contract or iGambit Material Contract (other than any communication that relates solely to routine commercial Merger between Clinigence and the other party to any such material contract and that is of the type sent in the Ordinary Course of Business); (e) any notice, report or other document either filed with or sent to, or received from, any Governmental Authority, or any governmental investigation on an alleged violation or noncompliance with Legal Requirements on behalf of Clinigence or iGambit, as applicable, subsequent to the Signing Date in connection with the Merger or any of the other transactions contemplated by this Agreement, which, had such actions, suits, claims, investigations or proceedings commenced or been threatened prior to the date hereof, would have been required to be disclosed on Schedule 3.10, or any material developments relating to any actions, suits, claims, investigations or proceedings disclosed pursuant to Section 3.10;; and (ivf) upon any damagecopies of all material operating and financial reports prepared by Clinigence or iGambit, destruction as applicable, for such party’s senior management or loss tofor use in preparing such party’s consolidated financial statements, or condemnation of, any Purchased Asset with a value (together with all other Purchased Assets damaged, destroyed, suffering a loss or condemned in the same or any related occurrence) in excess of $500,000, including: (A) promptly notify Buyer Parent copies of the unaudited monthly consolidated balance sheets of Clinigence or iGambit, as applicable, and the related unaudited monthly consolidated statements of operations, statements of shareholders’ equity and statements of cash flows and (B) consult with Buyer Parent as to the application copies of any forecasts, write-off reports, hiring reports and all insurance proceeds with respect thereto to repaircapital expenditure reports prepared for Clinigence or iGambit’s senior management, replace or restore such Purchased Asset; and (v) promptly notify Buyer Parent in writing prior to the Sellers or the Sold Companies either: (A) terminating or making any material amendment to a Material Contract; (B) renewing a Material Contract; (C) entering into a Material Contract either (I) as required by any agreement or benefit plan in effect as of the date hereof, (II) as required by any Law or Order, or (III) in the ordinary course of business consistent with past practice; (D) terminating the employment applicable. The delivery of any Key Employee; (E) entering into or amending any employment agreement with respect notice pursuant to any Key Employee; (F) adopting or amending any Benefit Plan with or for the benefit of Business Employees; or (G) agreeing or committing to do this Section 4.7 will not limit any of the foregoing; (b) Until the Closing Date, Sellers shall have the continuing obligation promptly to advise Buyers with respect to any matter hereafter arising representations and warranties of Clinigence or discovered that, if existing or known at the date of this Agreement, would have been required to be iGambit set forth or described in a Schedule to this Agreement or in the Disclosure Letter, or that constitutes a breach or prospective breach of this Agreement by Sellerremedies available hereunder.

Notices of Certain Events; Continuing Disclosure. (a) During the Pre-Closing Period, Sellers shallSeller shall promptly notify Buyer of: (i) promptly notify Buyer Parent of any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the execution, delivery or performance of transactions contemplated by this Agreement or otherwise asserting or claiming any Ancillary Agreement rights with respect to the Product or the consummation of the transactions contemplated hereby and therebyAcquired Assets; (ii) promptly notify Buyer Parent of any written notice or other communication from any Governmental or Regulatory Authority in connection with relating to the transactions contemplated by this Agreement;Product or the Acquired Assets; and (iii) promptly notify Buyer Parent of any actions, suits, claims, investigations or proceedings commenced or, to Sellers’ knowledge the Knowledge of Seller, threatened in writingagainst, against or relating to or involving or otherwise against or affecting the Business Product or the Acquired Assets or that relate to the consummation of the transactions contemplated by this Agreement, which, had such actions, suits, claims, investigations or proceedings commenced or been threatened prior to the date hereof, would have been required to be disclosed on Schedule 3.10, or any material developments relating to any actions, suits, claims, investigations or proceedings disclosed pursuant to Section 3.10; (iv) upon any damage, destruction or loss to, or condemnation of, any Purchased Asset with a value (together with all other Purchased Assets damaged, destroyed, suffering a loss or condemned in the same or any related occurrence) in excess of $500,000, (A) promptly notify Buyer Parent and (B) consult with Buyer Parent as to the application of any and all insurance proceeds with respect thereto to repair, replace or restore such Purchased Asset; and (v) promptly notify Buyer Parent in writing prior to the Sellers or the Sold Companies either: (A) terminating or making any material amendment to a Material Contract; (B) renewing a Material Contract; (C) entering into a Material Contract either (I) as required by any agreement or benefit plan in effect as of the date hereof, (II) as required by any Law or Order, or (III) in the ordinary course of business consistent with past practice; (D) terminating the employment of any Key Employee; (E) entering into or amending any employment agreement with respect to any Key Employee; (F) adopting or amending any Benefit Plan with or for the benefit of Business Employees; or (G) agreeing or committing to do any of the foregoing;. (b) Until the Closing Date, Sellers Seller and Buyer shall have the continuing obligation promptly to advise Buyers the other party with respect to any matter hereafter arising or discovered that, if existing or known at the date of this Agreement, would have been required to be set forth or described in a Disclosure Schedule to this Agreement (including adding new Disclosure Schedules to include the matters that are an exception to a representation or in the Disclosure Letterwarranty but for which no Schedule is currently provided), or that constitutes a breach or prospective breach of this Agreement; provided, that except as indicated in this Section 7.3(b), no such supplemental disclosure will be deemed to cure any breach as of the date of this Agreement of any representation or warranty contained herein. If Seller supplements its Disclosure Schedules between the date hereof and the Closing Date pursuant to this Section 7.3(b) and such matters so disclosed would cause the condition set forth in Section 9.2 not to be met, then, notwithstanding anything herein to the contrary, Buyer shall have the option to elect either: (i) to terminate this Agreement in accordance with Section 11.1; or (ii) to proceed to close the transactions contemplated by this Agreement, in which event Seller shall have no liability whatsoever with respect to such matters and such disclosure shall be deemed to cure any misrepresentation or breach of warranty that might have otherwise existed under this Agreement by Sellerreason of the failure to have disclosed such items as of the date hereof.

Notices of Certain Events; Continuing Disclosure. (a) During Seller and the Pre-Closing Period, Sellers shallPrincipals will promptly notify the Buyer of: (i) promptly notify Buyer Parent of any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the execution, delivery or performance of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby and therebyby this Agreement; (ii) promptly notify Buyer Parent of any written notice or other communication from any Governmental Authority governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement;; and (iii) promptly notify Buyer Parent of any actions, suits, claims, investigations or proceedings commenced or, to Sellers’ knowledge the Company’s Knowledge, threatened in writingagainst, against or relating to or involving or otherwise affecting the Business Company or that relate to the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement, which, had such actions, suits, claims, investigations or proceedings commenced or been threatened prior to the date hereof, would have been required to be disclosed on Schedule 3.10, or any material developments relating to any actions, suits, claims, investigations or proceedings disclosed pursuant to Section 3.10; (iv) upon any damage, destruction or loss to, or condemnation of, any Purchased Asset with a value (together with all other Purchased Assets damaged, destroyed, suffering a loss or condemned in the same or any related occurrence) in excess of $500,000, (A) promptly notify Buyer Parent and (B) consult with Buyer Parent as to the application of any and all insurance proceeds with respect thereto to repair, replace or restore such Purchased Asset; and (v) promptly notify Buyer Parent in writing prior to the Sellers or the Sold Companies either: (A) terminating or making any material amendment to a Material Contract; (B) renewing a Material Contract; (C) entering into a Material Contract either (I) as required by any agreement or benefit plan in effect as of the date hereof, (II) as required by any Law or Order, or (III) in the ordinary course of business consistent with past practice; (D) terminating the employment of any Key Employee; (E) entering into or amending any employment agreement with respect to any Key Employee; (F) adopting or amending any Benefit Plan with or for the benefit of Business Employees; or (G) agreeing or committing to do any of the foregoing;3.12. (b) Until the Closing Date, Sellers the Principals and the Seller shall have the continuing obligation promptly to advise Buyers Buyer with respect to any matter hereafter arising or discovered that, if existing or known at the date of this Agreement, would have been required to be set forth or described in a Schedule schedule to this Agreement or in the Disclosure LetterAgreement, or that constitutes a breach or prospective breach of this Agreement by a Principal or the Seller. Buyer shall have the obligation to promptly advise the Principals and the Seller with respect to any matter hereafter discovered that, if existing or known at the date of this Agreement, would have been required to be set forth or described on a schedule to this Agreement, or that constitutes a breach or prospective breach of this Agreement by Buyer. (c) The Seller and the Principals shall from time to time prior to the Closing Date supplement in writing its schedules hereto with respect to any matter hereafter arising that, if existing or known as of the date of this Agreement, would have been required to be set forth or described in the schedules hereto, provided such written supplement is delivered to Buyer and specifically identified as being provided pursuant to this Section 6.03(c). The disclosures made pursuant to this Section 6.03(c) shall not be deemed to modify, amend or supplement the representations and warranties for purposes of this Agreement; provided, however, that if the Closing occurs, the representations and warranties for purposes of Section 11.02(a) shall be deemed remade as of the Closing and qualified, both as of the signing of this Agreement and as of the Closing, by the supplemental disclosure, if any, delivered up to two (2) Business Days prior to the Closing.

Notices of Certain Events; Continuing Disclosure. Seller shall promptly notify Parent of, and deliver to Parent copies of all documentation relating to: (a) During the Pre-Closing Period, Sellers shall: (i) promptly notify Buyer Parent of any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the execution, delivery or performance of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby and thereby; (ii) promptly notify Buyer Parent of any written communication from any Governmental Authority in connection with the transactions Merger contemplated by this Agreement’ (b) the occurrence of any breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement, promptly after Seller becomes aware of any such breach, including without limitation any such breach that could reasonably be expected to cause any of the closing conditions set forth in ARTICLE 9 not to be satisfied; (iiic) promptly notify Buyer Parent of any actions, suits, claims, investigations or proceedings Action commenced or, to Sellers’ knowledge Seller’s Knowledge, threatened in writing, against or relating to or involving or otherwise affecting the Business or Seller, that relate relates to the consummation of the Merger contemplated by this Agreement, or relates to any of the material assets of Seller, or any developments relating to any Action otherwise disclosed pursuant to this Agreement; (d) any notice, correspondence, document or other communication sent by or on behalf of Seller to any party to any Material Contract or sent to Seller by any party to any Material Contract (other than any communication that relates solely to routine commercial Merger between Seller and the other party to any such material contract and that is of the type sent in the Ordinary Course of Business); (e) any notice, report or other document either filed with or sent to, or received from, any Governmental Authority, or any governmental investigation on an alleged violation or noncompliance with Legal Requirements on behalf of Seller subsequent to the Signing Date in connection with the Merger or any of the other transactions contemplated by this Agreement, which, had such actions, suits, claims, investigations or proceedings commenced or been threatened prior to the date hereof, would have been required to be disclosed on Schedule 3.10, or any material developments relating to any actions, suits, claims, investigations or proceedings disclosed pursuant to Section 3.10;; and (ivf) upon any damagecopies of all material operating and financial reports prepared by Seller for Seller’s senior management or for use in preparing Seller’s consolidated financial statements, destruction or loss to, or condemnation of, any Purchased Asset with a value (together with all other Purchased Assets damaged, destroyed, suffering a loss or condemned in the same or any related occurrence) in excess of $500,000, including: (A) promptly notify Buyer Parent copies of the unaudited monthly consolidated balance sheets of Seller and the related unaudited monthly consolidated statements of operations, statements of equity holders’ equity and statements of cash flows and (B) consult with Buyer Parent as to the application copies of any forecasts, write-off reports, hiring reports and all insurance proceeds with respect thereto to repair, replace or restore such Purchased Asset; and (v) promptly notify Buyer Parent in writing prior to the Sellers or the Sold Companies either: (A) terminating or making any material amendment to a Material Contract; (B) renewing a Material Contract; (C) entering into a Material Contract either (I) as required by any agreement or benefit plan in effect as of the date hereof, (II) as required by any Law or Order, or (III) in the ordinary course of business consistent with past practice; (D) terminating the employment capital expenditure reports prepared for Seller’s senior management. The delivery of any Key Employee; (E) entering into or amending any employment agreement with respect notice pursuant to any Key Employee; (F) adopting or amending any Benefit Plan with or for the benefit of Business Employees; or (G) agreeing or committing to do this Section 4.6 will not limit any of the foregoing; (b) Until the Closing Date, Sellers shall have the continuing obligation promptly to advise Buyers with respect to any matter hereafter arising or discovered that, if existing or known at the date representations and warranties of this Agreement, would have been required to be Seller set forth or described in a Schedule to this Agreement or in the Disclosure Letter, or that constitutes a breach or prospective breach of this Agreement by Sellerremedies available hereunder.

Notices of Certain Events; Continuing Disclosure. (a) During Each of the Pre-Closing PeriodCompany and Parent shall promptly notify the other Party of, Sellers shalland deliver to such other Party copies of all documentation relating to: (i) promptly notify Buyer Parent of any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the execution, delivery or performance of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby and thereby; (ii) promptly notify Buyer Parent of any written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (ii) the occurrence of any breach by the Company, the Shareholders or the Parent, as applicable, of any representation, warranty, covenant or agreement contained in this Agreement, promptly after the Company, the Shareholders or the Parent, as applicable, becomes aware of any such breach, including without limitation any such breach that could reasonably be expected to cause any of the closing conditions set forth in Article VI not to be satisfied; (iii) promptly notify Buyer Parent of any actions, suits, claims, investigations or proceedings Action commenced or, to Sellers’ knowledge the Company’s Knowledge or Parent’s Knowledge, as applicable, threatened in writing, against or relating to or involving the Company or otherwise affecting the Business or Parent, as applicable, that relate relates to the consummation of the transactions contemplated by this Agreement, whichor relates to any of the material assets of the Company or the Parent, had such actions, suits, claims, investigations or proceedings commenced or been threatened prior to the date hereof, would have been required to be disclosed on Schedule 3.10as applicable, or any material developments relating to any actions, suits, claims, investigations or proceedings Action otherwise disclosed pursuant to Section 3.10this Agreement; (iv) upon any damagewritten materials or communications sent by or on behalf of the Company to its Shareholders, destruction or loss received from the Shareholders pursuant to the procedures described in Section 2.5, subsequent to the Execution Date; (v) any notice, correspondence, document or other communication sent by or on behalf of the Company or Parent, as applicable, to any party to any Material Contract or Parent Material Contract or sent to the Company or Parent, as applicable, by any party to any Material Contract or Parent Material Contract (other than any communication that relates solely to routine commercial transactions between the Company and the other party to any such material contract and that is of the type sent in the Ordinary Course of Business); (vi) any notice, report or other document either filed with or sent to, or condemnation ofreceived from, any Purchased Asset with a value (together with all other Purchased Assets damagedGovernmental Authority, destroyed, suffering a loss or condemned in the same or any related occurrencegovernmental investigation on an alleged violation or noncompliance with Legal Requirements on behalf of the Company or Parent, as applicable, subsequent to the Execution Date in connection with the Merger or any of the other transactions contemplated by this Agreement; and (vii) copies of all material operating and financial reports prepared by the Company or Parent, as applicable, for such Party’s senior management or for use in excess of $500,000preparing such Party’s consolidated financial statements, including: (A) promptly notify Buyer Parent copies of the unaudited monthly consolidated balance sheets of the Company or Parent, as applicable, and the related unaudited monthly consolidated statements of operations, statements of shareholders’ equity and statements of cash flows and (B) consult with Buyer Parent as to the application copies of any forecasts, write-off reports, hiring reports and all insurance proceeds with respect thereto to repaircapital expenditure reports prepared for the Company’s or Parent’s senior management, replace or restore such Purchased Asset; and (v) promptly notify Buyer Parent in writing prior to the Sellers or the Sold Companies either: (A) terminating or making any material amendment to a Material Contract; (B) renewing a Material Contract; (C) entering into a Material Contract either (I) as required by any agreement or benefit plan in effect as of the date hereof, (II) as required by any Law or Order, or (III) in the ordinary course of business consistent with past practice; (D) terminating the employment applicable. The delivery of any Key Employee; (Enotice pursuant to this Section 3.6(a) entering into or amending any employment agreement with respect to any Key Employee; (F) adopting or amending any Benefit Plan with or for the benefit of Business Employees; or (G) agreeing or committing to do will not limit any of the foregoing;representations and warranties of the Company set forth in this Agreement or the remedies available hereunder. (b) Until The Company may, from time to time up to and including the date that is five (5) days prior to the Closing Date, Sellers shall have by notice to Parent, supplement, amend or create any section of the continuing obligation promptly to advise Buyers Disclosure Schedule, but only with respect to events occurring after the Execution Date, in order to add information or correct previously disclosed information. The Disclosure Schedule may be supplemented, amended and/or added to, to add immaterial, as well as material, items thereto. No such supplement, amendment or addition shall be deemed to cure any matter hereafter arising or discovered that, if existing or known at the date breach for purposes of this Agreement, would have been required to be set forth or described in a Schedule to this Agreement or in the Disclosure Letter, or that constitutes a breach or prospective breach of this Agreement by Seller‎Article VIII.

Notices of Certain Events; Continuing Disclosure. (a) During The Company will promptly notify the Pre-Closing Period, Sellers shallBuyer of: (i) promptly notify Buyer Parent of any written notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the execution, delivery or performance of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby and therebyby this Agreement; (ii) promptly notify Buyer Parent of any written notice or other communication from any Governmental Authority governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement;; and (iii) promptly notify Buyer Parent of any actions, suits, claims, investigations or proceedings commenced or, to Sellers’ knowledge the Company’s Knowledge, threatened in writingagainst, against or relating to or involving or otherwise affecting the Business Company or that relate to the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement, which, had such actions, suits, claims, investigations or proceedings commenced or been threatened prior to the date hereof, would have been required to be disclosed on Schedule 3.10, or any material developments relating to any actions, suits, claims, investigations or proceedings disclosed pursuant to Section 3.10; (iv) upon any damage, destruction or loss to, or condemnation of, any Purchased Asset with a value (together with all other Purchased Assets damaged, destroyed, suffering a loss or condemned in the same or any related occurrence) in excess of $500,000, (A) promptly notify Buyer Parent and (B) consult with Buyer Parent as to the application of any and all insurance proceeds with respect thereto to repair, replace or restore such Purchased Asset; and (v) promptly notify Buyer Parent in writing prior to the Sellers or the Sold Companies either: (A) terminating or making any material amendment to a Material Contract; (B) renewing a Material Contract; (C) entering into a Material Contract either (I) as required by any agreement or benefit plan in effect as of the date hereof, (II) as required by any Law or Order, or (III) in the ordinary course of business consistent with past practice; (D) terminating the employment of any Key Employee; (E) entering into or amending any employment agreement with respect to any Key Employee; (F) adopting or amending any Benefit Plan with or for the benefit of Business Employees; or (G) agreeing or committing to do any of the foregoing;4.11. (b) Until the Closing Date, Sellers the Company shall have the continuing obligation promptly to advise Buyers Buyer with respect to any matter hereafter arising or discovered that, if existing or known at the date of this Agreement, would have been required to be set forth or described in a Schedule schedule to this Agreement or in the Disclosure LetterAgreement, or that constitutes a breach or prospective breach of this Agreement by Seller.the Company or the Stockholders. Buyer shall have the obligation to promptly advise the Company with respect to any matter hereafter discovered that, if existing or known at the date of this Agreement, would have been required to be set forth or described on a schedule to this Agreement, or that constitutes a breach or prospective breach of this Agreement by Buyer. [Confidential Treatment Requested—] (c) The Company shall from time to time prior to the Closing Date supplement in writing its schedules hereto with respect to any matter hereafter arising that, if existing or known as of the date of this Agreement, would have been required to be set forth or described in the schedules hereto, provide such written supplement to Buyer and specifically identify such supplements as being provided pursuant to this Section 6.03(c). The disclosures made pursuant to this Section 6.03(c) shall not be deemed to modify, amend or supplement the representations and warranties for purposes of this Agreement, provided however that matters required to be disclosed hereunder only by reason of the application of representations and warranties of the Company to the Closing Date shall be deemed to qualify the Company’s representations and warranties as of the Closing Date but not as of the date hereof (the “Bring Down Information”)

Notices of Certain Events; Continuing Disclosure. Each of Nutex and Parent shall promptly notify the other Party of, and, subject to applicable Law, deliver to such other Party copies of all documentation relating to: (a) During the Pre-Closing Period, Sellers shall: (i) promptly notify Buyer Parent of any written notice or other communication from any Person alleging that the consent Consent of such Person is or may be required in connection with the execution, delivery or performance of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby and thereby; (ii) promptly notify Buyer Parent of any written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, including the Merger; (iiib) promptly notify Buyer Parent of any actions, suits, claims, investigations or proceedings Proceeding commenced or, to Sellers’ knowledge Nutex’s Knowledge or Parent’s Knowledge, as applicable, threatened in writing, against or relating to or involving Nutex or otherwise affecting the Business or Parent, as applicable, that relate relates to the consummation of the transactions contemplated by this Agreement, whichor relates to any of the material Assets of Nutex or Parent, had such actions, suits, claims, investigations or proceedings commenced or been threatened prior to the date hereof, would have been required to be disclosed on Schedule 3.10as applicable, or any material developments relating to any actions, suits, claims, investigations or proceedings Proceeding otherwise disclosed pursuant to Section 3.10this Agreement; (ivc) upon subject to the provisions of Section 4.8, any damagewritten notice, destruction report or loss other document either filed with or sent to, or condemnation ofreceived from, any Purchased Asset with a value (together with all other Purchased Assets damagedGovernmental Authority, destroyed, suffering a loss or condemned in the same or any related occurrencegovernmental investigation on an alleged violation or noncompliance with Laws on behalf of Nutex or Parent, as applicable, subsequent to the Signing Date in connection with the Merger or any of the other transactions contemplated by this Agreement; and (d) copies of all material operating and financial reports prepared by Nutex or Parent, as applicable, for such Party’s senior management or for use in excess of $500,000preparing such party’s consolidated financial statements, including: (A) promptly notify Buyer Parent copies of the unaudited monthly consolidated balance sheets of Nutex or Parent, as applicable, and the related unaudited monthly consolidated statements of operations, statements of stockholders’ equity and statements of cash flows and (B) consult with Buyer Parent as to the application copies of any forecasts, write-off reports, hiring reports and all insurance proceeds with respect thereto to repaircapital expenditure reports prepared for Nutex or Parent’s senior management, replace or restore such Purchased Asset; and (v) promptly notify Buyer Parent in writing prior to the Sellers or the Sold Companies either: (A) terminating or making any material amendment to a Material Contract; (B) renewing a Material Contract; (C) entering into a Material Contract either (I) as required by any agreement or benefit plan in effect as of the date hereof, (II) as required by any Law or Order, or (III) in the ordinary course of business consistent with past practice; (D) terminating the employment applicable. The delivery of any Key Employee; (E) entering into or amending any employment agreement with respect notice pursuant to any Key Employee; (F) adopting or amending any Benefit Plan with or for the benefit of Business Employees; or (G) agreeing or committing to do this Section 4.6 will not limit any of the foregoing; (b) Until the Closing Date, Sellers shall have the continuing obligation promptly to advise Buyers with respect to any matter hereafter arising representations and warranties of Nutex or discovered that, if existing or known at the date of this Agreement, would have been required to be Parent set forth or described in a Schedule to this Agreement or in the Disclosure Letter, or that constitutes a breach or prospective breach of this Agreement by Sellerremedies available hereunder.