Common use of Notification of Certain Matters; Transaction Litigation Clause in Contracts

Notification of Certain Matters; Transaction Litigation. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any notice or other communication received by such Party from any Governmental Authority in connection with this Agreement, any of the Mergers or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers or the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the Company shall give written notice to Parent, and Parent shall give written notice to Company, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, it would be reasonably expected to result in any of the applicable closing conditions set forth in Article VIII not being capable of being satisfied by the Drop Dead Date; or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfied; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicable, the occurrence of any state of facts or Event would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII not to be satisfied or satisfaction to be reasonably delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Parent or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c) shall not constitute a breach of covenant for purposes of Section 8.2(b) or Section 8.3(b). (c) Each of the Company and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any Action commenced or, to the Company’s Knowledge or Parent’s Knowledge, as applicable, threatened against, relating to or involving such Party or any Company Subsidiary or Parent Subsidiary, respectively, that relates to this Agreement, the Mergers or the other transactions contemplated by this Agreement and each Party shall keep the other Party reasonably informed regarding any such matters. The Company shall give Parent the opportunity to reasonably participate in the defense and settlement of any litigation against the Company, its directors or its officers relating to this Agreement, the Mergers and the transactions contemplated hereby, and no such settlement shall be agreed to without Parent’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent shall not be unreasonably withheld, conditioned or delayed. Parent shall give the Company the opportunity to reasonably participate in the defense and settlement of any litigation against Parent, its directors or its officers relating to this Agreement, the Mergers and the transactions contemplated hereby.

Notification of Certain Matters; Transaction Litigation. (a) The Company shall give prompt notice to Parentthe Parent Parties, and the Parent Parties shall give prompt notice to the Company, of any notice or other communication received by such Party party from any Governmental Authority in connection with this Agreement, any of the Mergers Merger or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers Merger or the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the The Company shall give written prompt notice to Parentthe Parent Parties, and the Parent Parties shall give written prompt notice to the Company, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, that it would be reasonably expected reasonable to result in any of expect that the applicable closing conditions set forth in Article VIII not being capable would be incapable of being satisfied by the Drop Dead Date; Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedAgreement; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties parties or the conditions to the obligations of the Parties parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parentthe Parent Parties, and the Parent Parties shall give prompt notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicableknowledge of such party, the occurrence of any state of facts facts, change, development, event or Event condition would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII herein not to be satisfied or satisfaction to be reasonably materially delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Company or the Parent or their respective Representatives Parties to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c6.7(b) shall not constitute a breach of covenant for purposes of Section 8.2(b7.2(b) or Section 8.3(b7.3(b). (c) Each of the Company and Parent parties hereto agrees to give prompt written notice to the other Party parties upon becoming aware of the occurrence or impending occurrence of any Event event or circumstance relating to it or any of its Subsidiariesthe other Company Entities or the other Parent Entities, respectively, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to Parentthe Parent Parties, and the Parent Parties shall give prompt notice to the Company, of any Action commenced or, to the Companysuch party’s Knowledge or Parent’s Knowledge, as applicableknowledge, threatened in writing against, relating to or involving such Party party or any of the other Company Subsidiary Entities or the other Parent SubsidiaryEntities, respectively, that relates which relate to this Agreement, the Mergers Merger or the other transactions contemplated by this Agreement and each Party shall keep the other Party reasonably informed regarding any such mattersAgreement. The Company shall give the Parent Parties the opportunity to reasonably participate in the defense and settlement of any stockholder litigation against the Company, Company and/or its directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without Parent’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent shall not be unreasonably withheld, conditioned or delayedthis Agreement. The Parent Parties shall give the Company the opportunity to reasonably participate in the defense and settlement of any stockholder litigation against Parent, its the Parent Parties and/or their directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated herebyby this Agreement.

Notification of Certain Matters; Transaction Litigation. (a) The Company CCI Parties shall give prompt notice to ParentCMOF, and Parent the CMOF Parties shall give prompt notice to the CompanyCCI, of any notice or other communication received by such Party from any Governmental Authority in connection with this Agreement, any of the Mergers or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers or the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the Company The CCI Parties shall give written prompt notice to ParentCMOF, and Parent the CMOF Parties shall give written prompt notice to CompanyCCI, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, that it would be reasonably expected reasonable to result in any of expect that the applicable closing conditions set forth in Article VIII not being capable would be incapable of being satisfied by the Drop Dead Date; Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedAgreement; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicable, the occurrence of any state of facts or Event would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII not to be satisfied or satisfaction to be reasonably delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Parent CMOF Parties or their respective Representatives the CCI Parties to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c7.6(b) shall not constitute a breach of covenant for purposes of Section 8.2(b), Section 8.3(b), Section 9.1(c)(i) (CCI Terminating Breach), or Section 8.3(b9.1(d)(i) (CMOF Terminating Breach). (c) Each of the Company and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company CCI Parties shall give prompt notice to ParentCMOF, and Parent the CMOF Parties shall give prompt notice to the CompanyCCI, of any Action commenced or, to the Companysuch Party’s Knowledge or Parent’s Knowledge, as applicableknowledge, threatened against, relating to or involving such Party or any Company CCI Subsidiary or Parent CMOF Subsidiary, respectively, or any of their respective directors, officers or partners that relates to this Agreement, the Mergers or the other transactions contemplated by this Agreement and each Party shall keep the other Party reasonably informed regarding any such mattersAgreement. The Company CMOF shall give Parent CCI the opportunity to reasonably participate in the defense and settlement of any litigation Action against the Company, its directors CMOF or its directors, officers or partners relating to this Agreement, the Mergers Agreement and the transactions contemplated herebyby this Agreement, and shall consider in good faith CCI’s advice with respect to such Action, and no settlement in respect of any such settlement Action shall be agreed to without ParentCCI’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned). Parent CCI shall give the Company CMOF the opportunity to reasonably participate in the defense and settlement of any litigation Action against Parent, its directors CCI or its directors, officers or partners relating to this Agreement, the Mergers Agreement and the transactions contemplated herebyby this Agreement, and shall consider in good faith CMOF’s advice with respect to such Action, and no settlement in respect of any such Action shall be agreed to without CMOF’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned).

Notification of Certain Matters; Transaction Litigation. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any written notice or other written communication received by such Party party from any Governmental Authority Entity in connection with this Agreement, any of the Mergers Merger or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers Merger or the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the Company shall give written notice to Parent, and Parent shall give written notice to Company, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, it would be reasonably expected to result in any of the applicable closing conditions set forth in Article VIII not being capable of being satisfied by the Drop Dead Date; or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfied; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicable, the occurrence of any state of facts or Event would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII not to be satisfied or satisfaction to be reasonably delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Parent or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c) shall not constitute a breach of covenant for purposes of Section 8.2(b) or Section 8.3(b). (c) Each of the Company and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any Action litigation, claim or other proceeding commenced or, to the Companysuch party’s Knowledge or Parent’s Knowledge, as applicableknowledge, threatened against, relating to or involving such Party party or any of the Subsidiaries of the Company Subsidiary or Parent Subsidiarythe Subsidiaries of Parent, respectively, that relates which relate to this Agreement, the Mergers Merger or the other transactions contemplated by this Agreement and each Party shall keep the other Party reasonably informed regarding any such mattersAgreement. The Company shall give Parent the an opportunity to reasonably participate in the defense and settlement of any stockholder litigation against the Company, Company and/or its directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without Parent’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned or delayed). Parent shall give the Company the opportunity to reasonably participate in the defense and settlement of any stockholder litigation against Parent, Parent and/or its directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement which could reasonably be expected to impair or impede the parties’ ability to timely perform their obligations under this Agreement or the consummation of the transactions contemplated hereby shall be agreed to without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Notification of Certain Matters; Transaction Litigation. (a) The Company and its Representatives shall give prompt notice to Parentthe Parent Parties, and the Parent Parties and their Representatives shall give prompt notice to the Company, of any notice or other communication received by such Party from any Governmental Authority in connection with this Agreement, any of the Mergers or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers or the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the The Company shall give written prompt notice to Parentthe Parent Parties, and the Parent Parties shall give written prompt notice to the Company, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, that it would be reasonably expected reasonable to result in any of expect that the applicable closing conditions set forth in Article VIII not being capable would reasonably be expected to be incapable of being satisfied by the Drop Dead Date; Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedAgreement; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, if, to the Company’s Knowledge Agreement or Parent’s Knowledge, as applicable, the occurrence of any state of facts or Event would cause, or would reasonably be expected to cause, remedies for any breach of the conditions to Closing set forth in Article VIII not to be satisfied representations, warranties, covenants or satisfaction to be reasonably delayedagreements under this Agreement. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, the Parent Parties or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c7.7(b) shall not constitute a breach of covenant for purposes of Section 8.2(b), Section 8.3(b), Section 9.1(c)(i) (Parent Terminating Breach), or Section 8.3(b9.1(d)(i) (Company Terminating Breach). (c) Each of the The Company and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company Representatives shall give prompt notice to Parentthe Parent Parties, and the Parent Parties and their Representatives shall give prompt notice to the Company, of any Action commenced or, to the Companysuch Party’s Knowledge or Parent’s Knowledge, as applicableknowledge, threatened against, relating to or involving such Party or any Company Subsidiary or Parent Subsidiaryof its Subsidiaries, respectively, or any of its or their respective directors, officers or partners that relates to this Agreement, the Mergers or the other transactions contemplated by this Agreement (“Transaction Litigation”) and each Party shall keep the other Party Parties informed on a reasonably informed regarding any current basis with respect to the status thereof (including by promptly furnishing to the other Parties such mattersinformation relating to such Actions as may be reasonably requested, subject to the preservation of privilege). The Company and its Representatives shall give Parent the opportunity to reasonably participate in the defense and settlement of any litigation Transaction Litigation against the Company, its directors Subsidiaries or its or their directors, officers or partners relating to this Agreement, the Mergers Agreement and the transactions contemplated herebyby this Agreement, shall give due consideration to Parent’s advice with respect to such Action and no such settlement shall be agreed to without Parent’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned delayed or delayed. Parent shall give the Company the opportunity to reasonably participate in the defense and settlement of any litigation against Parent, its directors or its officers relating to this Agreement, the Mergers and the transactions contemplated herebyconditioned).

Notification of Certain Matters; Transaction Litigation. (a) The Company shall give prompt notice to Parent, and Parent Each Party shall give prompt notice to the Company, other Parties of any notice or other communication received by such Party from any Governmental Authority in connection with this Agreement, any of the Mergers Sale or the other transactions contemplated by this AgreementContemplated Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers Sale or the other transactions contemplated by this Agreement. (b) Promptly after becoming awareIn addition, without limiting the Company foregoing, each Party shall give written prompt notice to Parent, and Parent shall give written notice to Company, the other Parties if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, it would be reasonably expected to result in any of that the applicable closing conditions set forth in Article VIII not being capable would reasonably expected to be incapable of being satisfied by the Drop Dead Date; Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedAgreement; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parent, and Parent . (c) Each Party shall give prompt notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicable, the occurrence other Parties of any state of facts or Event would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII not to be satisfied or satisfaction to be reasonably delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Parent or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c) shall not constitute a breach of covenant for purposes of Section 8.2(b) or Section 8.3(b). (c) Each of the Company and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any Action Legal Proceeding commenced or, to the Companysuch Party’s Knowledge or Parent’s Knowledge, as applicableknowledge, threatened against, relating to or involving such Party Party, any of the Target Companies or any Company Subsidiary of the Asset Sellers or Parent Subsidiary, respectively, that relates the Subsidiaries of the Purchasers which relate to this Agreement, the Mergers Sale or the other transactions contemplated by this Agreement and each Party shall keep the other Party reasonably informed regarding any such mattersContemplated Transactions. The Company Seller Parties shall give Parent the Purchasers the opportunity to reasonably participate in the defense and settlement of any stockholder litigation against the Company, the Sellers and/or its respective directors or its officers relating to this Agreement, the Mergers Sale and the transactions contemplated herebyother Contemplated Transactions, and no such settlement shall be agreed to without Parent’s the Purchasers’ prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned or delayed. Parent ). (d) The Seller Parties shall give prompt notice to the Company the opportunity to reasonably participate in the defense and settlement Purchasers of any litigation against Parentdefault (or if there is a cure period, its directors any default that is not cured within such cure period) under any Material Company Lease, any Management Agreement or its officers relating to this Agreement, the Mergers and the transactions contemplated herebyany Loan Document.

Notification of Certain Matters; Transaction Litigation. (a) The Company shall give prompt notice to Parent, and Parent Parties shall give prompt notice to the CompanyParent Parties, and the Parent Parties shall give prompt notice to the Company Parties, of any notice or other communication received by such Party party from any Governmental Authority in connection with this Agreement, any of the Mergers or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers or the other transactions contemplated by this Agreement. (b) Promptly after becoming awareThe Company Parties shall give prompt notice to the Parent Parties, and the Parent Parties shall give prompt notice to the Company shall give written notice to Parent, and Parent shall give written notice to CompanyParties, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, it would be reasonably expected to result in any of that the applicable closing conditions set forth in Article VIII not being capable would reasonably expected to be incapable of being satisfied by the Drop Dead Date; Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedAgreement; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties parties or the conditions to the obligations of the Parties parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parent, and Parent Parties shall give prompt notice to the CompanyParent Parties, and the Parent Parties shall give prompt notice to the Company Parties, if, to the Company’s Knowledge or Parent’s Knowledge, as applicableknowledge of such party, the occurrence of any state of facts facts, change, development, event or Event condition would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII herein not to be satisfied or satisfaction to be reasonably materially delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Company Parties or the Parent or their respective Representatives Parties to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c6.8(b) shall not constitute a breach of covenant for purposes of Section 8.2(b7.2(b) or Section 8.3(b7.3(b). (c) Each of the Company and Parent parties hereto agrees to give prompt written notice to the other Party parties upon becoming aware of the occurrence or impending occurrence of any Event event or circumstance relating to it or any of its Subsidiariesthe other Company Entities or the other Parent Entities, respectively, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to Parent, and Parent Parties shall give prompt notice to the CompanyParent Parties, and the Parent Parties shall give prompt notice to the Company Parties, of any Action commenced or, to the Companysuch party’s Knowledge or Parent’s Knowledge, as applicableknowledge, threatened against, relating to or involving such Party party or any of the other Company Subsidiary Entities or the other Parent SubsidiaryEntities, respectively, that relates which relate to this Agreement, the Mergers or the other transactions contemplated by this Agreement and each Party shall keep the other Party reasonably informed regarding any such mattersAgreement. The Company Parties shall give the Parent Parties the opportunity to reasonably participate in the defense and settlement of any stockholder litigation against the Company, its Company Parties and/or their directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without Parent’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Parent Parties shall give the Company Parties the opportunity to reasonably participate in the defense and settlement of any stockholder litigation against Parent, its the Parent Parties and/or their directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Notification of Certain Matters; Transaction Litigation. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any notice or other communication received by such Party party from any Governmental Authority in connection with this Agreement, any of the Mergers or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers or the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the The Company shall give written prompt notice to Parent, and Parent shall give written prompt notice to the Company, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, it would be reasonably expected to result in any of that the applicable closing conditions set forth in Article VIII not being capable would reasonably be expected to be incapable of being satisfied by the Drop Dead Date; Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedAgreement; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties parties or the conditions to the obligations of the Parties parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicable, the occurrence of any state of facts or Event would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII not to be satisfied or satisfaction to be reasonably delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Parent or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c) shall not constitute a breach of covenant for purposes of Section 8.2(b) or Section 8.3(b). (c) Each of the Company and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any Action commenced or, to the Companysuch party’s Knowledge or Parent’s Knowledge, as applicableknowledge, threatened against, relating to or involving such Party party or any of the Company Subsidiary Subsidiaries or the Parent SubsidiarySubsidiaries, respectively, that relates which relate to this Agreement, the Mergers or the other transactions contemplated by this Agreement and each Party shall keep the other Party reasonably informed regarding any such mattersAgreement. The Company shall give Parent the opportunity to reasonably participate in the defense and settlement of any stockholder litigation against the Company, Company and/or its directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without Parent’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned or delayed. Parent shall give the Company the opportunity to reasonably participate in the defense and settlement of any litigation against Parent, its directors or its officers relating to this Agreement, the Mergers and the transactions contemplated hereby).

Notification of Certain Matters; Transaction Litigation. (a) The Company shall give prompt notice to Parent, REIT I Parties and Parent their Representatives shall give prompt notice to the CompanyREIT II Parties, and the REIT II Parties and their Representatives shall give prompt notice to the REIT I Parties, of any notice or other communication received by such Party from any Governmental Authority in connection with this Agreement, any of the Mergers or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers or the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the Company The REIT I Parties and their Representatives shall give written prompt notice to Parentthe REIT II Parties, and Parent the REIT II Parties and their Representatives shall give written prompt notice to Companythe REIT I Parties, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, that it would be reasonably expected reasonable to result in any of expect that the applicable closing conditions set forth in Article VIII not being capable would be incapable of being satisfied by the Drop Dead Date; Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedAgreement; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicable, the occurrence of any state of facts or Event would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII not to be satisfied or satisfaction to be reasonably delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the CompanyREIT I Parties, Parent the REIT II Parties or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c7.6(b) shall not constitute a breach of covenant for purposes of Section 8.2(b) ), Section 8.3(b), Section 9.1(c)(i), or Section 8.3(b9.1(d)(i). (c) Each of the Company The REIT I Parties and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to Parent, and Parent their Representatives shall give prompt notice to the CompanyREIT II Parties, and the REIT II Parties and their Representatives shall give prompt notice to the REIT I Parties, of any Action commenced or, to the Company’s Knowledge or Parentsuch Party’s Knowledge, as applicable, threatened against, relating to or involving such Party or any Company REIT I Subsidiary or Parent REIT II Subsidiary, respectively, or any of their respective directors, officers or partners that relates to this Agreement, the Mergers or the other transactions contemplated by this Agreement. The REIT I Parties and their respective Representatives shall give REIT II the opportunity to reasonably participate in the defense and settlement of any stockholder litigation against the REIT I Parties or their directors, officers or partners relating to this Agreement and each Party the transactions contemplated by this Agreement, and no such settlement shall keep the other Party reasonably informed regarding any such mattersbe agreed to without REIT II’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). The Company REIT II Parties and their respective Representatives shall give Parent the REIT I Parties the opportunity to reasonably participate in the defense and settlement of any litigation against the CompanyREIT II Parties and/or their directors, its directors officers or its officers partners relating to this Agreement, the Mergers Agreement and the transactions contemplated herebyby this Agreement, and no such settlement shall be agreed to without ParentREIT I’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned delayed or delayed. Parent shall give the Company the opportunity to reasonably participate in the defense and settlement of any litigation against Parent, its directors or its officers relating to this Agreement, the Mergers and the transactions contemplated herebyconditioned).

Notification of Certain Matters; Transaction Litigation. (a) The Company shall give prompt notice to Parentthe Parent Entities, and the Parent Entities shall give prompt notice to the Company, of any notice or other communication received by such Party party from any Governmental Authority in connection with this Agreement, any of the Mergers Merger or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers Merger or the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the The Company shall give written prompt notice to Parentthe Parent Entities, and the Parent Entities shall give written prompt notice to the Company, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, it would be reasonably expected to result in any of that the applicable closing conditions set forth in Article VIII not being capable would reasonably expected to be incapable of being satisfied by the Drop Dead Date; Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedAgreement; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties parties or the conditions to the obligations of the Parties parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parentthe Parent Entities, and the Parent Entities shall give prompt notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicableknowledge of such party, the occurrence of any state of facts facts, change, development, event or Event condition would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII herein not to be satisfied or satisfaction to be reasonably materially delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Company or the Parent or their respective Representatives Entities to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c6.6(b) shall not constitute a breach of this covenant for purposes of Section 8.2(b7.2(b) or Section 8.3(b7.3(b). (c) Each of the The Company and Parent agrees to give prompt written notice to the other Party Parent upon becoming aware of the occurrence or impending occurrence of any Event event or circumstance relating to it or any of its Subsidiariesthe other Company Entities, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect Effect. (d) Parent agrees to give prompt written notice to the Company upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of the other Parent Entities, which could reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, as the case may be. (de) The Company shall give prompt notice to Parentthe Parent Entities, and the Parent Entities shall give prompt notice to the Company, of any Action commenced or, to the Companysuch party’s Knowledge or Parent’s Knowledge, as applicableknowledge, threatened against, relating to or involving such Party party or any of the other Company Subsidiary Entities or the other Parent SubsidiaryEntities, respectively, that relates which relate to this Agreement, the Mergers Merger or the other transactions contemplated by this Agreement and each Party shall keep the other Party reasonably informed regarding any such mattersAgreement. The Company shall give the Parent Entities the opportunity to reasonably participate in the defense and settlement of any shareholder litigation against the Company, its Company and/or their directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without Parent’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Parent Entities shall give the Company the opportunity to reasonably participate in the defense and settlement of any shareholder litigation against Parent, its the Parent Entities and/or their directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Notification of Certain Matters; Transaction Litigation. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any notice or other communication received by such Party party from any Governmental Authority in connection with this Agreement, any of the Mergers Offer, the Merger or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers Offer, the Merger or the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the The Company shall give written prompt notice to Parent, and Parent shall give written prompt notice to the Company, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, it would be reasonably expected to result in any of that the applicable closing conditions (including any of the conditions set forth in Article VIII not being capable on Exhibit A) would reasonably expected to be incapable of being satisfied by the Drop Dead Date; Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedAgreement; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties parties or the conditions to the obligations of the Parties parties under this Agreement. Without limiting the foregoing; provided, the Company shall give prompt notice to Parentfurther, and Parent shall give prompt notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicable, the occurrence of any state of facts or Event would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII not to be satisfied or satisfaction to be reasonably delayed. Notwithstanding anything to the contrary in this Agreement, that the failure by the Company, Parent or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b7.7(b) or Section 7.10(cpursuant to clause (i) above shall not constitute a breach of a covenant for purposes of Section 8.2(bparagraph (e) or Section 8.3(b).of Exhibit A. (c) Each of the Company and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any Action commenced or, to the Companysuch party’s Knowledge or Parent’s Knowledge, as applicableknowledge, threatened against, relating to or involving such Party party or any of the Company Subsidiary Subsidiaries or the Parent SubsidiarySubsidiaries, respectively, that relates which relate to this Agreement, the Mergers Offer, the Merger or the other transactions contemplated by this Agreement and each Party shall keep the other Party reasonably informed regarding any such mattersAgreement. The Company shall give Parent the opportunity to reasonably participate in the defense and settlement of any stockholder litigation against the Company, Company and/or its directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without Parent’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned or delayed). Parent shall give the Company the opportunity to reasonably participate in the defense and settlement of any stockholder litigation against Parent, Parent and/or its directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Notification of Certain Matters; Transaction Litigation. (a) The Company shall give prompt notice to Parent, REIT I and Parent its Representatives shall give prompt notice to the CompanyREIT II Parties, and the REIT II Parties and their Representatives shall give prompt notice to REIT I, of any notice or other communication received by such Party from any Governmental Authority in connection with this Agreement, any of the Mergers Merger or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers Merger or the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the Company REIT I and its Representatives shall give written prompt notice to Parentthe REIT II Parties, and Parent the REIT II Parties and their Representatives shall give written prompt notice to CompanyREIT I, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, that it would be reasonably expected reasonable to result in any of expect that the applicable closing conditions set forth in Article VIII not being capable would be incapable of being satisfied by the Drop Dead Date; Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedAgreement; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicable, the occurrence of any state of facts or Event would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII not to be satisfied or satisfaction to be reasonably delayed. Notwithstanding anything to the contrary in this Agreement, the failure by REIT I, the Company, Parent REIT II Parties or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c7.6(b) shall not constitute a breach of covenant for purposes of Section 8.2(b), Section 8.3(b), Section 9.1(c)(i) or Section 8.3(b9.1(d)(i). (c) Each of the Company REIT I and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to Parent, and Parent Representatives shall give prompt notice to the CompanyREIT II Parties, and the REIT II Parties and their Representatives shall give prompt notice to REIT I, of any Action commenced or, to the Company’s Knowledge or Parent’s such Party's Knowledge, as applicable, threatened against, relating to or involving such Party or any Company REIT I Subsidiary or Parent REIT II Subsidiary, respectively, or any of their respective directors, officers or partners that relates to this Agreement, the Mergers Merger or the other transactions contemplated by this Agreement Agreement. REIT I and each Party shall keep the other Party reasonably informed regarding any such matters. The Company its Representatives shall give Parent REIT II the opportunity to reasonably participate in (but not control) the defense and settlement of any stockholder litigation against the CompanyREIT I and/or their directors, its directors officers or its officers partners relating to this Agreement, the Mergers Agreement and the transactions contemplated herebyby this Agreement, and no such settlement shall be agreed to without Parent’s REIT II's prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned). Parent The REIT II Parties and their respective Representatives shall give the Company REIT I the opportunity to reasonably participate in (but not control) the defense and settlement of any litigation against Parentthe REIT II Parties and/or their directors, its directors officers or its officers partners relating to this Agreement, the Mergers Agreement and the transactions contemplated herebyby this Agreement, and no such settlement shall be agreed to without REIT I's prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned).

Notification of Certain Matters; Transaction Litigation. (a) The Company shall give prompt notice to Parent, GCEAR Parties and Parent their respective Representatives shall give prompt notice to the CompanyCCIT II Parties, and the CCIT II Parties and their Representatives shall give prompt notice to the GCEAR Parties, of any notice or other communication received by such Party from any Governmental Authority in connection with this Agreement, any of the Mergers or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers or the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the Company The GCEAR Parties and their respective Representatives shall give written prompt notice to Parentthe CCIT II Parties, and Parent the CCIT II Parties and their Representatives shall give written prompt notice to Companythe GCEAR Parties, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, that it would be reasonably expected reasonable to result in any of expect that the applicable closing conditions set forth in Article VIII not being capable would be incapable of being satisfied by the Drop Dead Date; Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedAgreement; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicable, the occurrence of any state of facts or Event would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII not to be satisfied or satisfaction to be reasonably delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the CompanyGCEAR Parties, Parent the CCIT II Parties or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c7.6(b) shall not constitute a breach of covenant for purposes of Section 8.2(b) ), Section 8.3(b), Section 9.1(c)(i), or Section 8.3(b9.1(d)(i). (c) Each of the Company The GCEAR Parties and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to Parent, and Parent their respective Representatives shall give prompt notice to the CompanyCCIT II Parties, and the CCIT II Parties and their Representatives shall give prompt notice to the GCEAR Parties, of any Action commenced or, to the Company’s Knowledge or Parentsuch Party’s Knowledge, as applicable, threatened against, relating to or involving such Party or any Company GCEAR Subsidiary or Parent CCIT II Subsidiary, respectively, or any of their respective directors, officers or partners that relates to this Agreement, the Mergers or the other transactions contemplated by this Agreement, the CCIT II Advisory Agreement or the CMFT Merger Agreement. CCIT II and each Party shall keep the other Party reasonably informed regarding any such matters. The Company its Representatives shall give Parent GCEAR the opportunity to reasonably participate in the defense and settlement of any litigation Action against the Company, its directors CCIT II or its directors, officers or partners relating to this Agreement and the transactions contemplated by this Agreement, the Mergers CCIT II Advisory Agreement or the CMFT Merger Agreement, and the transactions contemplated herebyshall consider in good faith GCEAR’s advice with respect to such Action, and no settlement in respect of any such settlement Action shall be agreed to without ParentGCEAR’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned). Parent GCEAR and its Representatives shall give the Company CCIT II the opportunity to reasonably participate in the defense and settlement of any litigation Action against Parent, its directors GCEAR or its directors, officers or partners relating to this Agreement, the Mergers Agreement and the transactions contemplated herebyby this Agreement, and shall consider in good faith CCIT II’s advice with respect to such Action, and no settlement in respect of any such Action shall be agreed to without CCIT II’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned).

Notification of Certain Matters; Transaction Litigation. (a) The Company JR and Dakota shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, promptly notify each other of (a) any notice or other communication received by such Party party from any Governmental Authority Entity in connection with this Agreement, any of the Mergers Merger or the other transactions contemplated by this Agreement, hereby or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers or the other transactions contemplated by this Agreement. hereby, (b) Promptly after becoming awareany other notice or substantive communication from any Governmental Entity in connection with the transactions contemplated hereby, (c) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Company shall give written notice to Parenttransactions contemplated hereby or (d) any change, and Parent shall give written notice to Company, if condition or event (i) that renders or would reasonably be expected to render any representation or warranty made by it contained of such party set forth in this Agreement becomes (disregarding any materiality qualification contained therein) to be untrue or inaccurate such that, that the applicable closing conditions would not be satisfied if uncured, it the Closing were to be held on the date such representation or warranty became untrue or inaccurate or (ii) that results or would reasonably be reasonably expected to result in any failure of the applicable closing conditions set forth in Article VIII not being capable of being satisfied by the Drop Dead Date; or (ii) it fails such party to comply with or satisfy in any material respect any covenant, condition or agreement (including any condition set forth in Article VII) to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedhereunder; provided, however, that no such notification (or failure to give such notification) shall affect any of the representations, warranties, covenants covenants, rights or agreements of the Parties remedies, or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoingof, the Company parties hereunder. (b) JR and its Representatives shall give prompt (but no later than one Business Day) notice to ParentDakota, and Parent Dakota and its Representatives shall give prompt (but no later than one Business Day) notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicable, the occurrence of any state of facts or Event would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII not to be satisfied or satisfaction to be reasonably delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Parent or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c) shall not constitute a breach of covenant for purposes of Section 8.2(b) or Section 8.3(b). (c) Each of the Company and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the CompanyJR, of any Action commenced or, to the Companysuch party’s Knowledge or Parent’s Knowledge, as applicableknowledge, threatened against, relating to or involving such Party party or any Company Subsidiary or Parent Subsidiaryof their Subsidiaries, respectively, or any of their respective directors or officers that relates to this Agreement, the Mergers or the other transactions contemplated by this Agreement Agreement. Dakota and each Party shall keep the other Party reasonably informed regarding any such matters. The Company its Representatives shall give Parent JR the opportunity to reasonably participate in (but not control) the defense and settlement of any litigation Action against the Company, Dakota and/or its directors or its officers Representatives relating to this Agreement, the Mergers and the other transactions contemplated herebyby this Agreement, and no such settlement shall be agreed to without ParentJR’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned or delayed). Parent JR and its Representatives shall give the Company Dakota the opportunity to reasonably participate in (but not control) the defense and settlement of any litigation Action against Parent, JR and/or its directors or its officers Representatives relating to this Agreement, the Mergers and the other transactions contemplated herebyby this Agreement, and no such settlement shall be agreed to without Dakota’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). JR and Dakota agree to cooperate with each other with respect to the defense and settlement of any Action relating to this Agreement, the Mergers and the other transactions contemplated by this Agreement.

Notification of Certain Matters; Transaction Litigation. (a) The Company shall give prompt notice to Parent, and Parent Colonial Parties shall give prompt notice to the CompanyMAA Parties, and the MAA Parties shall give prompt notice to the Colonial Parties, of any notice or other communication received by such Party from any Governmental Authority in connection with this Agreement, any of the Mergers or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers or the other transactions contemplated by this AgreementAgreement such that the failure to obtain such consent would result in a failure of the condition in Section 8.1(e). (b) Promptly after becoming aware, the Company The Colonial Parties shall give written prompt notice to Parentthe MAA Parties, and Parent the MAA Parties shall give written prompt notice to Companythe Colonial Parties, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, that it would be reasonably expected reasonable to result in any of expect that the applicable closing conditions set forth in Article VIII not being capable would be incapable of being satisfied by the Drop Dead Date; Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, that it would result in any of be reasonable to expect that the applicable closing conditions set forth in Article VIII not to would be satisfiedincapable of being satisfied by the Outside Date; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parent, and Parent Colonial Parties shall give prompt notice to the CompanyMAA Parties, and the MAA Parties shall give prompt notice to the Colonial Parties, if, to the Company’s Knowledge or Parent’s Knowledge, as applicableof such Party, the occurrence of any state of facts facts, change, development, event or Event condition would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII herein not to be satisfied or satisfaction to be reasonably materially delayed. . (c) Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Parent Colonial Parties or their respective Representatives the MAA Parties to provide such prompt notice under Section 7.10(a7.8(a), this Section 7.10(b7.8(b) or Section 7.10(c7.8(d) shall not constitute a breach of covenant for purposes of Section 8.2(b) or Section 8.3(b). (cd) Each of the Company and Parent Parties hereto agrees to give prompt written notice to the other Party Parties upon becoming aware of the occurrence or impending occurrence of any Event event or circumstance relating to it or any of its the other Colonial Subsidiaries or the other MAA Subsidiaries, respectively, which could reasonably be expected to have, individually or in the aggregate, a Company Colonial Material Adverse Effect or a Parent MAA Material Adverse Effect, as the case may be. (de) The Company shall give prompt notice to Parent, and Parent Colonial Parties shall give prompt notice to the CompanyMAA Parties, and the MAA Parties shall give prompt notice to the Colonial Parties, of any Action commenced or, to the Company’s Knowledge or Parentsuch Party’s Knowledge, as applicable, threatened against, relating to or involving such Party or any Company Subsidiary of the other Colonial Subsidiaries or Parent Subsidiarythe other MAA Subsidiaries, respectively, that which relates to this Agreement, the Mergers or the other transactions contemplated by this Agreement and each Party shall keep the other Party reasonably informed regarding any such mattersAgreement. The Company Colonial Parties shall give Parent the MAA Parties the opportunity to reasonably participate in the defense and settlement of any litigation against the Company, its directors or its officers Colonial Parties and/or their trustees relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without ParentMAA’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned or delayed). Parent The MAA Parties shall give the Company Colonial Parties the opportunity to reasonably participate in the defense and settlement of any litigation against Parent, its the MAA Parties and/or their directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without Colonial’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Notification of Certain Matters; Transaction Litigation. (a) The Company Each Party shall give prompt notice to Parent, and Parent shall give reasonably prompt notice to the Companyother Party of, of and keep the other Party reasonably informed on a current basis with respect to, any notice or other communication received by such Party from any Governmental Authority in connection with this Agreement, any of the Mergers Merger or the other transactions contemplated by this AgreementTransactions, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers Merger or the other transactions contemplated by this AgreementTransactions. (b) Promptly after becoming aware, the Company TRMT shall give written prompt notice to ParentRMRM, and Parent RMRM shall give written prompt notice to CompanyTRMT, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, that it would be reasonably expected reasonable to result in any of expect that the applicable closing conditions set forth in Article VIII not being capable would be incapable of being satisfied by the Drop Dead Outside Date; , or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedAgreement; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, the Company TRMT shall give prompt notice to ParentRMRM, and Parent RMRM shall give prompt notice to the CompanyTRMT, if, to the Company’s Knowledge or Parent’s Knowledge, as applicableof such Party, the occurrence of any state of facts facts, change, development, event or Event condition would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII herein not to be satisfied or satisfaction to be reasonably materially delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Parent TRMT or their respective Representatives RMRM to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c7.7(b) shall not constitute a breach of covenant for purposes of Section 8.2(b) or Section 8.3(b). (c) Each of the Company and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company TRMT shall give prompt notice to ParentRMRM of, and Parent keep RMRM reasonably informed on a current basis with respect to, and RMRM shall give prompt notice to the CompanyTRMT of, of and keep TRMT reasonably informed on a current basis with respect to, any Action or subpoena commenced or, to the Companysuch Party’s Knowledge or Parent’s Knowledge, as applicableknowledge, threatened against, relating to or involving such Party or any Company Subsidiary the TRMT Subsidiaries or Parent SubsidiaryRMRM Subsidiaries, respectivelyas applicable, that relates which relate to this Agreement, the Mergers Merger or the other transactions contemplated by this Agreement and each Party shall keep the other Party reasonably informed regarding any such mattersTransactions. The Company TRMT shall give Parent RMRM the opportunity to reasonably participate in (but not control), subject to a customary joint defense agreement, the defense and settlement of any shareholder litigation (including arbitration proceedings) against the Company, TRMT and/or its directors or its officers trustees relating to this Agreement, the Mergers and Merger or the transactions contemplated herebyother Transactions, and no such settlement shall be agreed to without ParentRMRM’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned or delayed). Parent RMRM shall give the Company TRMT the opportunity to reasonably participate in (but not control), subject to a customary joint defense agreement, the defense and settlement of any shareholder litigation (including arbitration proceedings) against Parent, its directors or its officers RMRM and/or their trustees relating to this Agreement, the Mergers Merger or the other Transactions, and the transactions contemplated herebyno such settlement shall be agreed to without TRMT’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Notification of Certain Matters; Transaction Litigation. (a) During the Interim Period, each of the Company and Parent shall promptly notify the other in writing of any event, condition, fact, or circumstance that would make the timely satisfaction of any of the conditions set forth in Article VII impossible or unlikely or that has had or could reasonably be expected to have a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any notice or other communication received by such Party from any Governmental Authority in connection with this Agreement, any of the Mergers Merger or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers Merger or the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the Company shall give written notice to Parent, and Parent shall give written notice to Company, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, it would be reasonably expected to result in any of the applicable closing conditions set forth in Article VIII not being capable of being satisfied by the Drop Dead Date; or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfied; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicable, the occurrence of any state of facts or Event would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII not to be satisfied or satisfaction to be reasonably delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Parent or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c) shall not constitute a breach of covenant for purposes of Section 8.2(b) or Section 8.3(b). (c) Each of the Company and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any Action Actions commenced or, to the Company’s Knowledge or Parent’s Knowledge, as applicableknowledge of such Party, threatened against, relating to or involving such Party or any Company Subsidiary or Parent Subsidiaryof such Party’s Subsidiaries, respectively, that relates which relate to this Agreement, the Mergers Merger, the Voting and Support Agreement or the other transactions contemplated by this Agreement and each Party shall keep the other Party reasonably informed regarding any such mattersAgreement. The Company shall give Parent the opportunity to reasonably participate in the defense and settlement of any shareholder litigation against the Company, Company and/or its directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without Parent’s prior written consent; provided, however, that, with respect to any unless such settlement that involves only requires the payment of monetary amounts money and the amount of such settlement shall be fully covered by the Company, such consent shall not be unreasonably withheld, conditioned or delayedinsurance proceeds (other than any retainer amount). Parent shall give the Company the opportunity to reasonably participate in the defense and settlement of any shareholder litigation against Parent, Parent and/or its directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without the Company’s prior written consent, unless such settlement involves only the payment of money and the amount of such settlement shall be fully covered by insurance proceeds (other than any retainer amount). (d) No notification given to Parent or the Company pursuant to this Section 6.4 shall limit or otherwise affect any of the representations, warranties, covenants, or obligations of any Party contained in this Agreement.

Notification of Certain Matters; Transaction Litigation. (a) The Company CCI Parties shall give prompt notice to ParentCMR, and Parent the CMR Parties shall give prompt notice to the CompanyCCI, of any notice or other communication received by such Party from any Governmental Authority in connection with this Agreement, any of the Mergers Merger or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers Merger or the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the Company The CCI Parties shall give written prompt notice to ParentCMR, and Parent the CMR Parties shall give written prompt notice to CompanyCCI, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, that it would be reasonably expected reasonable to result in any of expect that the applicable closing conditions set forth in Article VIII not being capable would be incapable of being satisfied by the Drop Dead Date; Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedAgreement; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicable, the occurrence of any state of facts or Event would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII not to be satisfied or satisfaction to be reasonably delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Parent CMR Parties or their respective Representatives the CCI Parties to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c7.6(b) shall not constitute a breach of covenant for purposes of Section 8.2(b) ), Section 8.3(b), Section 9.1(c)(i)(CCI Terminating Breach), or Section 8.3(b9.1(d)(i)(CMR Terminating Breach). (c) Each of the Company and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company CCI Parties shall give prompt notice to ParentCMR, and Parent the CMR Parties shall give prompt notice to the CompanyCCI, of any Action commenced or, to the Company’s Knowledge or Parentsuch Party’s Knowledge, as applicable, threatened against, relating to or involving such Party or any Company CCI Subsidiary or Parent CMR Subsidiary, respectively, or any of their respective directors, officers or partners that relates to this Agreement, the Mergers Merger or the other transactions contemplated by this Agreement and each Party shall keep the other Party reasonably informed regarding any such mattersAgreement. The Company CMR shall give Parent CCI the opportunity to reasonably participate in the defense and settlement of any litigation Action against the Company, its directors CMR or its directors, officers or partners relating to this Agreement, the Mergers Agreement and the transactions contemplated herebyby this Agreement, and shall consider in good faith CCI’s advice with respect to such Action, and no settlement in respect of any such settlement Action shall be agreed to without ParentCCI’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned). Parent CCI shall give the Company CMR the opportunity to reasonably participate in the defense and settlement of any litigation Action against Parent, its directors CCI or its directors, officers or partners relating to this Agreement, the Mergers Agreement and the transactions contemplated herebyby this Agreement, and shall consider in good faith CMR’s advice with respect to such Action, and no settlement in respect of any such Action shall be agreed to without CMR’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). (d) The CCI Parties shall give prompt notice to CMR if (i) any representation or warranty or covenant, agreement or obligation made by any party to the CMRI Merger Agreement or the CRII Merger Agreement is breached such that it results in the failure to satisfy any condition precedent to closing such merger in accordance with the terms of the applicable merger agreement, regardless whether such breach or condition to closing is waived by any party to such merger agreement; or (ii) any applicable party proposes to modify, amend or terminate, or waive, release, compromise or assign any material rights or claims under either the CMRI Merger Agreement or the CRII Merger Agreement.

Notification of Certain Matters; Transaction Litigation. (a) The Company SmartStop Parties and their Representatives shall give prompt notice to ParentSST IV, and Parent SST IV and its Representatives shall give prompt notice to the CompanySmartStop Parties, of any notice or other communication received by such Party from any Governmental Authority in connection with this Agreement, any of the Mergers Merger or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers Merger or the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the Company The SmartStop Parties and their respective Representatives shall give written prompt notice to ParentSST IV, and Parent SST IV and its Representatives shall give written prompt notice to Companythe SmartStop Parties, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, that it would be reasonably expected reasonable to result in any of expect that the applicable closing conditions set forth in Article VIII not being capable would be incapable of being satisfied by the Drop Dead Date; Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedAgreement; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicable, the occurrence of any state of facts or Event would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII not to be satisfied or satisfaction to be reasonably delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the CompanySmartStop Parties, Parent SST IV or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c7.6(b) shall not constitute a breach of covenant for purposes of Section 8.2(b) ), Section 8.3(a), Section 9.1(c)(i), or Section 8.3(b9.1(d)(i). (c) Each of the Company The SmartStop Parties and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company their respective Representatives shall give prompt notice to ParentSST IV, and Parent SST IV and its Representatives shall give prompt notice to the CompanySmartStop Parties, of any Action commenced or, to the Company’s Knowledge or Parentsuch Party’s Knowledge, as applicable, threatened against, relating to or involving such Party or any Company SmartStop Subsidiary or Parent SST IV Subsidiary, respectively, or any of their respective directors, officers or partners that relates to this Agreement, the Mergers Merger or the other transactions contemplated by this Agreement Agreement. SST IV and each Party shall keep the other Party reasonably informed regarding any such matters. The Company its Representatives shall give Parent the SmartStop Parties the opportunity to reasonably participate in the defense and settlement of any litigation Action against the Company, its directors SST IV or its directors, officers or partners relating to this Agreement, the Mergers Agreement and the transactions contemplated herebyby this Agreement, and shall consider in good faith SmartStop’s advice with respect to such Action, and no settlement in respect of any such settlement Action shall be agreed to without ParentSmartStop’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned). Parent SmartStop and its Representatives shall give the Company SST IV the opportunity to reasonably participate in the defense and settlement of any litigation Action against Parent, its directors SmartStop or its directors, officers or partners relating to this Agreement, the Mergers Agreement and the transactions contemplated herebyby this Agreement, and shall consider in good faith SST IV’s advice with respect to such Action, and no settlement in respect of any such Action shall be agreed to without SST IV’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned).

Notification of Certain Matters; Transaction Litigation. (a) The Company, Company LP and their respective Representatives shall give prompt notice to Parent, and Parent and its Representatives shall give prompt notice to the CompanyCompany and Company LP, of any notice or other communication received by such Party from any Governmental Authority in connection with this Agreement, any of the Mergers or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers or the other transactions contemplated by this Agreement. (b) Promptly after becoming awareThe Company, the Company LP and their respective Representatives shall give written prompt notice to Parent, and Parent and its Representatives shall give written prompt notice to Companythe Company and Company LP, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, that it would be reasonably expected reasonable to result in any of expect that the applicable closing conditions set forth in Article VIII not being capable would be incapable of being satisfied by the Drop Dead Outside Date; , or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedAgreement; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, the Company, Company LP and their respective Representatives shall give prompt notice to Parent, and Parent and its Representatives shall give prompt notice to the CompanyCompany and Company LP, if, to the Company’s Knowledge of the Company or the Knowledge of Parent’s Knowledge, as applicable, the occurrence of any state of facts facts, change, development, event or Event condition would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII herein not to be satisfied or satisfaction to be reasonably materially delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Company LP, Parent or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c7.7(b) shall not constitute a breach of covenant for purposes of Section 8.2(b), Section 8.3(b) or Section 8.3(b9.3(b)(i). (c) Each of the The Company, Company LP and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company their respective Representatives shall give prompt notice to Parent, and Parent and its Representatives shall give prompt notice to the CompanyCompany and Company LP, of any Action commenced or, to the Company’s Knowledge or Parent’s Knowledge, as applicable, threatened against, relating to or involving such Party or any Company Subsidiary, Parent Subsidiary or Parent Subsidiaryany Affiliate thereof, respectively, that relates to this Agreement, the Mergers or the other transactions contemplated by this Agreement and each Party shall keep the other Party reasonably informed regarding any such mattersAgreement. The Company, Company LP and their respective Representatives shall give Parent the opportunity to reasonably participate in the defense and settlement of any shareholder litigation against the Company, Company or Company LP and/or its directors or its officers trustees relating to this Agreement, the Mergers and the other transactions contemplated hereby, and no such settlement shall be agreed to without Parent’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned or delayed). Parent and its Representatives shall give the Company and Company LP the opportunity to reasonably participate in the defense and settlement of any litigation against Parent, Parent and/or its directors or its officers relating to this Agreement, the Mergers and the other transactions contemplated hereby.

Notification of Certain Matters; Transaction Litigation. (a) The Company shall give prompt notice to Parentthe Parent Parties, and the Parent Parties shall give prompt notice to the Company, of any notice or other communication received by such Party party from any Governmental Authority in connection with this Agreement, any of the Mergers Merger or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers Merger or the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the The Company shall give written prompt notice to Parentthe Parent Parties, and the Parent Parties shall give written prompt notice to the Company, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, that it would be reasonably expected reasonable to result in any of expect that the applicable closing conditions set forth in Article VIII not being capable would be incapable of being satisfied by the Drop Dead Date; Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedAgreement; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties parties or the conditions to the obligations of the Parties parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parentthe Parent Parties, and the Parent Parties shall give prompt notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicableknowledge of such party, the occurrence of any state of facts facts, change, development, event or Event condition would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII herein not to be satisfied or satisfaction to be reasonably materially delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Company or the Parent or their respective Representatives Parties to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c6.7(b) shall not constitute a breach of covenant for purposes of Section 8.2(b7.2(b) or Section 8.3(b7.3(b). (c) Each of the Company and Parent parties hereto agrees to give prompt written notice to the other Party parties upon becoming aware of the occurrence or impending occurrence of any Event event or circumstance relating to it or any of its Subsidiariesthe other Company Entities or the other Parent Entities, respectively, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to Parentthe Parent Parties, and the Parent Parties shall give prompt notice to the Company, of any Action commenced or, to the Companysuch party’s Knowledge or Parent’s Knowledge, as applicableknowledge, threatened against, relating to or involving such Party party or any of the other Company Subsidiary Entities or the other Parent SubsidiaryEntities, respectively, that relates which relate to this Agreement, the Mergers Merger or the other transactions contemplated by this Agreement and each Party shall keep the other Party reasonably informed regarding any such mattersAgreement. The Company shall give the Parent Parties the opportunity to reasonably participate in the defense and settlement of any stockholder litigation against the Company, Company and/or its directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without Parent’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Parent Parties shall give the Company the opportunity to reasonably participate in the defense and settlement of any stockholder litigation against Parent, its the Parent Parties and/or their directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Notification of Certain Matters; Transaction Litigation. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any notice or other communication received by such Party from any Governmental Authority in connection with this Agreement, any of the Mergers or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers or the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the Company shall give written notice to Parent, and Parent shall give written notice to Company, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, it would be reasonably expected to result in any of the applicable closing conditions set forth in Article VIII not being capable of being satisfied by the Drop Dead Outside Date; or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfied; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicable, the occurrence of any state of facts or Event would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII not to be satisfied or satisfaction to be reasonably delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Parent or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c) shall not constitute a breach of covenant for purposes of Section 8.2(b) or Section 8.3(b). (c) Each of the Company and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any Action commenced or, to the Company’s Knowledge or Parent’s Knowledge, as applicable, threatened against, relating to or involving such Party or any Company Subsidiary or Parent Subsidiary, respectively, that relates to this Agreement, the Mergers or the other transactions contemplated by this Agreement and each Party shall keep the other Party reasonably informed regarding any such matters. The Company shall give Parent the opportunity to reasonably participate in (but not control) the defense and settlement of any litigation against the Company, its directors trustees or its officers relating to this Agreement, the Mergers and the transactions contemplated hereby, and no such settlement shall be agreed to without Parent’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company and does not impose any non-monetary restriction, obligation or liability on the Company, any Company Subsidiary, Parent or any Parent Subsidiary (other than a customary mutual release of claims, covenant not to sue and confidentiality provision), such consent shall not be unreasonably withheld, conditioned conditioned, or delayed. Parent shall give the Company the opportunity to reasonably participate in the defense and settlement of any litigation against Parent, its directors or its officers relating to this Agreement, the Mergers and the transactions contemplated hereby.

Notification of Certain Matters; Transaction Litigation. (a) The Company shall give prompt notice to Parent, Xxxx Parties and Parent their Representatives shall give prompt notice to the CompanySpirit Parties, and the Spirit Parties and their Representatives shall give prompt notice to the Xxxx Parties, of any notice or other communication received by such Party from any Governmental Authority in connection with this Agreement, any of the Mergers or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers or the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the Company The Xxxx Parties and their Representatives shall give written prompt notice to Parentthe Spirit Parties, and Parent the Spirit Parties and their Representatives shall give written prompt notice to Companythe Xxxx Parties, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, it would be reasonably expected to result in any of that the applicable closing conditions set forth in Article VIII not being capable would reasonably expected to be incapable of being satisfied by the Drop Dead Date; Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedAgreement; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parent, Xxxx Parties and Parent their Representatives shall give prompt notice to the CompanySpirit Parties, and the Spirit Parties and their Representatives shall give prompt notice to the Xxxx Parties, if, to the Company’s Knowledge or Parent’s Knowledge, as applicableof such Party, the occurrence of any state of facts facts, change, development, event or Event condition would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII herein not to be satisfied or satisfaction to be reasonably materially delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the CompanyXxxx Parties, Parent the Spirit Parties or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c7.8(b) shall not constitute a breach of covenant for purposes of Section 8.2(b) or Section 8.3(b). (c) Each of the Company and Parent Parties hereto agrees to give prompt written notice to the other Party Parties upon becoming aware of the occurrence or impending occurrence of any Event event or circumstance relating to it or any of its the other Xxxx Subsidiaries or the other Spirit Subsidiaries, respectively, which could reasonably be expected to have, individually or in the aggregate, a Company Xxxx Material Adverse Effect or a Parent Spirit Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to Parent, Xxxx Parties and Parent their Representatives shall give prompt notice to the CompanySpirit Parties, and the Spirit Parties and their Representatives shall give prompt notice to the Xxxx Parties, of any Action commenced or, to the Companysuch Party’s Knowledge or Parent’s Knowledge, as applicableknowledge, threatened against, relating to or involving such Party or any Company Subsidiary of the other Xxxx Subsidiaries or Parent Subsidiarythe other Spirit Subsidiaries, respectively, that relates which relate to this Agreement, the Mergers or the other transactions contemplated by this Agreement and each Party shall keep the other Party reasonably informed regarding any such mattersAgreement. The Company Xxxx Parties and their Representatives shall give Parent the Spirit Parties the opportunity to reasonably participate in the defense and settlement of any stockholder litigation against the Company, its Xxxx Parties and/or their directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without ParentSpirit’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned or delayed). Parent The Spirit Parties and their Representatives shall give the Company Xxxx Parties the opportunity to reasonably participate in the defense and settlement of any stockholder litigation against Parent, its the Spirit Parties and/or their directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without Xxxx’x prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Notification of Certain Matters; Transaction Litigation. (a) The Company and its Representatives shall give prompt notice to Parent, and Parent and its Representatives shall give prompt notice to the Company, of any notice or other communication received by such Party from any Governmental Authority in connection with this Agreement, any of the Mergers or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers or the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the Company and its Representatives shall give written prompt notice to Parent, and Parent and its Representatives shall give written prompt notice to Company, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, that it would be reasonably expected reasonable to result in any of expect that the applicable closing conditions to Closing as set forth in Article VIII not being capable herein would be incapable of being satisfied by the Drop Dead Date; Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedAgreement; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, the Company and its Representatives shall give prompt notice to Parent, and Parent and its Representatives shall give prompt notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicableof such Party, the occurrence of any state of facts facts, change, development, event or Event condition would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII herein not to be satisfied or satisfaction to be reasonably materially delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Parent or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c7.7(b) shall not constitute a breach of covenant for purposes of Section 8.2(b) or Section 8.3(b) or Section 9.3(b). (c) Each of the Company and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company Representatives shall give prompt notice to Parent, and Parent and its Representatives shall give prompt notice to the Company, of any Action commenced or, to the Company’s Knowledge or Parentsuch Party’s Knowledge, as applicable, threatened against, relating to or involving such Party or any Company Subsidiary or Parent Subsidiary, respectively, that relates to this Agreement, the Mergers or the other transactions contemplated by this Agreement Agreement. Company and each Party shall keep the other Party reasonably informed regarding any such matters. The Company its Representatives shall give Parent the opportunity to reasonably participate in the defense and settlement of any litigation against the Company, Company and/or its directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated herebyhereby and will consider in good faith Parent’s views with respect to such litigation, and no such will not enter into any settlement shall be agreed to without Parent’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent shall not be unreasonably withheld, conditioned or delayed. Parent and its Representatives shall give the Company the opportunity to reasonably participate in the defense and settlement of any litigation against Parent, Parent and/or its directors or its officers relating seeking an injunction to this Agreement, prohibit the Mergers and consummation of the transactions contemplated herebyMergers.

Notification of Certain Matters; Transaction Litigation. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any notice or other communication received by such Party from any Governmental Authority in connection with this Agreement, any of the Mergers or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers or the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the Company shall give written notice to Parent, and Parent shall give written notice to Company, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, it would be reasonably expected to result in any of the applicable closing conditions set forth in Article VIII not being capable of being satisfied by the Drop Dead Date; or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfied; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, if, to the Company’s Knowledge or the Parent’s Knowledge, as applicable, the occurrence of any state of facts or Event would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII not to be satisfied or satisfaction to be reasonably delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Parent or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c) shall not constitute a breach of covenant for purposes of Section 8.2(b) or Section 8.3(b). (c) Each of the Company and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any Action commenced or, to the Company’s Knowledge or Parent’s Knowledge, as applicable, threatened against, relating to or involving such Party or any Company Subsidiary or Parent Subsidiary, respectively, that relates to this Agreement, the Mergers or the other transactions contemplated by this Agreement and each Party shall keep the other Party reasonably informed regarding any such matters. The Company shall give Parent the opportunity to reasonably participate in the defense and settlement of any litigation against the Company, its directors trustees or its officers relating to this Agreement, the Mergers and the transactions contemplated hereby, and no such settlement shall be agreed to without Parent’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent shall not be unreasonably withheld, conditioned or delayed. Parent shall give the Company the opportunity to reasonably participate in the defense and settlement of any litigation against Parent, its directors or its officers relating to this Agreement, the Mergers and the transactions contemplated hereby.

Notification of Certain Matters; Transaction Litigation. (a) The Company Terra BDC and its Representatives shall give prompt notice to ParentTerra REIT, and Parent Terra REIT and its Representatives shall give prompt notice to the CompanyTerra BDC, of any notice or other communication received by such Party from any Governmental Authority in connection with this Agreement, any of the Mergers Merger or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers Merger or the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the Company Terra BDC and its Representatives shall give written prompt notice to ParentTerra REIT, and Parent Terra REIT and its Representatives shall give written prompt notice to CompanyTerra BDC, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, that it would be reasonably expected reasonable to result in any of expect that the applicable closing conditions set forth in Article VIII not being capable would be incapable of being satisfied by the Drop Dead Date; Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedAgreement; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicable, the occurrence of any state of facts or Event would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII not to be satisfied or satisfaction to be reasonably delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the CompanyTerra BDC, Parent Terra REIT or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c7.6(b) shall not constitute a breach of covenant for purposes of Section 8.2(b) ), Section 8.3(b), Section 9.1(c)(i), or Section 8.3(b9.1(d)(i). (c) Each of the Company Terra BDC and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company Representatives shall give prompt notice to ParentTerra REIT, and Parent Terra REIT and its Representatives shall give prompt notice to the CompanyTerra BDC, of any Action commenced or, to the Company’s Knowledge or Parentsuch Party’s Knowledge, as applicable, threatened against, relating to or involving such Party or any Company Terra BDC Subsidiary or Parent Terra REIT Subsidiary, respectively, or any of their respective directors, officers or partners that relates to this Agreement, the Mergers Merger or the other transactions contemplated by this Agreement (collectively, “Transaction Litigation”). Terra BDC and each Party shall keep the other Party reasonably informed regarding any such matters. The Company its respective Representatives shall give Parent Terra REIT the opportunity to reasonably participate in the defense and settlement of any litigation Transaction Litigation against the CompanyTerra BDC and/or its directors, its directors officers or its officers relating to this Agreement, the Mergers and the transactions contemplated herebypartners, and no such settlement shall be agreed to without ParentTerra REIT’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned). Parent Terra REIT and its respective Representatives shall give the Company Terra BDC the opportunity to reasonably participate in the defense and settlement of any litigation Transaction Litigation against ParentTerra REIT and/or its directors, its directors officers or its officers relating partners, and no such settlement shall be agreed to this Agreementwithout Terra BDC’s prior written consent (which consent shall not be unreasonably withheld, the Mergers and the transactions contemplated herebydelayed or conditioned).

Notification of Certain Matters; Transaction Litigation. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any notice or other communication received by such Party party from any Governmental Authority in connection with this Agreement, any of the Mergers or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers or the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the The Company shall give written prompt notice to Parent, and Parent shall give written prompt notice to the Company, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, it would be reasonably expected to result in any of that the applicable closing conditions set forth in Article VIII not being capable would reasonably expected to be incapable of being satisfied by the Drop Dead Date; Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedAgreement; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties parties or the conditions to the obligations of the Parties parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicableknowledge of such party, the occurrence of any state of facts facts, change, development, event or Event condition would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII herein not to be satisfied or satisfaction to be reasonably materially delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Company or Parent or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c6.7(a) shall not constitute a breach of covenant for purposes of Section 8.2(b7.2(b) or Section 8.3(b7.3(b). (c) Each of the Company and Parent parties hereto agrees to give prompt written notice to the other Party parties upon becoming aware of the occurrence or impending occurrence of any Event event or circumstance relating to it or any of its the other Company Subsidiaries or the other Parent Subsidiaries, respectively, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any Action Actions commenced or, to the Companysuch party’s Knowledge or Parent’s Knowledge, as applicableknowledge, threatened against, relating to or involving such Party party or any of the Company Subsidiary Subsidiaries or the Parent SubsidiarySubsidiaries, respectively, that relates which relate to this Agreement, the Mergers or the other transactions contemplated by this Agreement and each Party shall keep the other Party reasonably informed regarding any such mattersAgreement. The Company shall give Parent the opportunity to reasonably participate in the defense and settlement of any stockholder litigation against the Company, Company and/or its directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without Parent’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned or delayed). Parent shall give the Company the opportunity to reasonably participate in the defense and settlement of any stockholder litigation against Parent, Parent and/or its directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Notification of Certain Matters; Transaction Litigation. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any notice or other communication received by such Party party from any Governmental Authority in connection with this Agreement, any of the Mergers Merger or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers Merger or the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the The Company shall give written prompt notice to Parent, and Parent shall give written prompt notice to the Company, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, it would be reasonably expected to result in any of that the applicable closing conditions set forth in Article VIII not being capable would reasonably expected to be incapable of being satisfied by the Drop Dead Date; Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedAgreement; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties parties or the conditions to the obligations of the Parties parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parentthe Parent Entities, and the Parent Entities shall give prompt notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicableknowledge of such party, the occurrence of any state of facts facts, change, development, event or Event condition would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII herein not to be satisfied or satisfaction to be reasonably materially delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Company or the Parent or their respective Representatives Entities to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c6.6(b) shall not constitute a breach of this covenant for purposes of Section 8.2(b7.2(b) or Section 8.3(b7.3(b). (c) Each of the Company and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any Action commenced or, to the Companysuch party’s Knowledge or Parent’s Knowledge, as applicableknowledge, threatened against, relating to or involving such Party party or any of the other Company Subsidiary Entities or the other Parent SubsidiaryEntities, respectively, that relates which relate to this Agreement, the Mergers Merger or the other transactions contemplated by this Agreement and each Party shall keep the other Party reasonably informed regarding any such mattersAgreement. The Company shall give Parent the opportunity to reasonably participate in the defense and settlement of any stockholder litigation against the Company, its Company and/or their directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without Parent’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned or delayed). Parent shall give the Company the opportunity to reasonably participate in the defense and settlement of any stockholder litigation against Parent, its the Parent Entities and/or their directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Notification of Certain Matters; Transaction Litigation. (a) The Company Each Party shall give prompt notice to Parent, and Parent shall give reasonably prompt notice to the Companyother Party of, of and keep the other Party reasonably informed on a current basis with respect to, any notice or other communication received by such Party from any Governmental Authority in connection with this Agreement, any of the Mergers Merger or the other transactions contemplated by this Agreementhereby, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers Merger or the other transactions contemplated by this Agreementhereby. (b) Promptly after becoming aware, the The Company shall give written prompt notice to Parent, and Parent shall give written prompt notice to the Company, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, that it would be reasonably expected reasonable to result in any of expect that the applicable closing conditions set forth in Article VIII not being capable would be incapable of being satisfied by the Drop Dead Date; Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedAgreement; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, if, to the Knowledge of Parent or Knowledge of the Company’s Knowledge or Parent’s Knowledge, as applicable, the occurrence of any state of facts facts, change, development, event or Event condition would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII herein not to be satisfied or satisfaction to be reasonably materially delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Company or Parent or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c7.7(b) shall not constitute a breach of covenant for purposes of Section 8.2(b) or Section 8.3(b). (c) Each of the Company and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to ParentParent of, and keep Parent reasonably informed on a current basis with respect to, and Parent shall give prompt notice to the CompanyCompany of, of and keep the Company reasonably informed on a current basis with respect to, any Action or subpoena commenced or, to the Companysuch Party’s Knowledge or Parent’s Knowledge, as applicableknowledge, threatened against, relating to or involving such Party or any the Company Subsidiary Subsidiaries or Parent SubsidiarySubsidiaries, respectivelyas applicable, that relates which relate to this Agreement, the Mergers Merger or the other transactions contemplated by this Agreement and each Party shall keep the other Party reasonably informed regarding any such mattershereby. The Company shall give Parent the opportunity to reasonably participate in (but not control), at its own expense and subject to a customary joint defense agreement, the defense and settlement of any shareholder litigation (including arbitration proceedings) against the Company, Company and/or its directors or its officers trustees relating to this Agreement, the Mergers and Merger or the other transactions contemplated hereby, the right to review and comment on all filings or responses to be made by the Company in connection with any such litigation (and will in good faith take such comments into account), and no such settlement shall be agreed to without Parent’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned or delayed). Parent shall give the Company the opportunity to reasonably participate in (but not control), at its own expense and subject to a customary joint defense agreement, the defense and settlement of any shareholder litigation (including arbitration proceedings) against Parent, Parent and/or its directors or its officers trustees relating to this Agreement, the Mergers and Merger or the other transactions contemplated hereby, the right to review and comment on all filings or responses to be made by Parent in connection with any such litigation (and will in good faith take such comments into account), and no such settlement shall be agreed to without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Notification of Certain Matters; Transaction Litigation. (a) The Company CMFT, Merger Sub and their respective Representatives shall give prompt notice to ParentCCIT III, and Parent CCIT III and its Representatives shall give prompt notice to the CompanyCMFT and Merger Sub, of any notice or other communication received by such Party from any Governmental Authority in connection with this Agreement, any of the Mergers Merger or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers Merger or the other transactions contemplated by this Agreement. (b) Promptly after becoming awareCMFT, the Company Merger Sub and their respective Representatives shall give written prompt notice to ParentCCIT III, and Parent CCIT III and its Representatives shall give written prompt notice to CompanyCMFT and Merger Sub, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, that it would be reasonably expected reasonable to result in any of expect that the applicable closing conditions set forth in Article VIII not being capable would be incapable of being satisfied by the Drop Dead Date; Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedAgreement; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicable, the occurrence of any state of facts or Event would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII not to be satisfied or satisfaction to be reasonably delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the CompanyCMFT, Parent Merger Sub, CCIT III or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c7.6(b) shall not constitute a breach of covenant for purposes of Section 8.2(b) ), Section 8.3(a), Section 9.1(c)(i), or Section 8.3(b9.1(d)(i). (c) Each of the Company CMFT, Merger Sub and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company their respective Representatives shall give prompt notice to ParentCCIT III, and Parent CCIT III and its Representatives shall give prompt notice to the CompanyCMFT and Merger Sub, of any Action commenced or, to the Company’s Knowledge or Parentsuch Party’s Knowledge, as applicable, threatened against, relating to or involving such Party or any Company CMFT Subsidiary or Parent CCIT III Subsidiary, respectively, or any of their respective directors, officers or partners that relates to this Agreement, the Mergers Merger or the other transactions contemplated by this Agreement Agreement. CCIT III and each Party shall keep the other Party reasonably informed regarding any such matters. The Company its Representatives shall give Parent CMFT the opportunity to reasonably participate in the defense and settlement of any litigation Action against the Company, its directors CCIT III or its directors, officers or partners relating to this Agreement, the Mergers Agreement and the transactions contemplated herebyby this Agreement, and shall consider in good faith CMFT’s advice with respect to such Action, and no settlement in respect of any such settlement Action shall be agreed to without ParentCMFT’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned). Parent CMFT and its Representatives shall give the Company CCIT III the opportunity to reasonably participate in the defense and settlement of any litigation Action against Parent, its directors CMFT or its directors, officers or partners relating to this Agreement, the Mergers Agreement and the transactions contemplated herebyby this Agreement, and shall consider in good faith CCIT III’s advice with respect to such Action, and no settlement in respect of any such Action shall be agreed to without CCIT III’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned).

Notification of Certain Matters; Transaction Litigation. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any notice or other communication received by such Party party from any Governmental Authority in connection with this Agreement, any of the Mergers Merger or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers Merger or the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the The Company shall give written prompt notice to Parent, and Parent shall give written prompt notice to the Company, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, it would be reasonably expected to result in any of that the applicable closing conditions set forth in Article VIII not being capable would reasonably expected to be incapable of being satisfied by the Drop Dead Date; Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedAgreement; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties parties or the conditions to the obligations of the Parties parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicable, the occurrence of any state of facts or Event would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII not to be satisfied or satisfaction to be reasonably delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Parent or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c) shall not constitute a breach of covenant for purposes of Section 8.2(b) or Section 8.3(b). (c) Each of the Company and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any Action actions, suits, claims, investigations or proceedings commenced or, to the Companysuch party’s Knowledge or Parent’s Knowledge, as applicableknowledge, threatened against, relating to or involving such Party party or any of the Company Subsidiary Subsidiaries or the Parent SubsidiarySubsidiaries, respectively, that relates which relate to this Agreement, the Mergers Merger or the other transactions contemplated by this Agreement and each Party shall keep the other Party reasonably informed regarding any such mattersAgreement. The Company shall give Parent the opportunity to reasonably participate in the defense and settlement of any stockholder litigation against the Company, Company and/or its directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without Parent’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned or delayed), unless such settlement involves only the payment of money and the amount of such settlement shall be fully covered by insurance proceeds. Parent shall give the Company the opportunity to reasonably participate in the defense and settlement of any stockholder litigation against Parent, Parent and/or its directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), unless such settlement involves only the payment of money and the amount of such settlement shall be fully covered by insurance proceeds.

Notification of Certain Matters; Transaction Litigation. (a) The Company and its Representatives shall give prompt notice to Parent, and Parent and its Representatives shall give prompt notice to the Company, of any notice or other communication received by such Party from any Governmental Authority in connection with this Agreement, any of the Mergers Merger or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers Merger or the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the Company and its Representatives shall give written prompt notice to Parent, and Parent and its Representatives shall give written prompt notice to Company, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, that it would be reasonably expected reasonable to result in any of expect that the applicable closing conditions set forth in Article VIII not being capable would be incapable of being satisfied by the Drop Dead Date; Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedAgreement; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, the Company and its Representatives shall give prompt notice to Parent, and Parent and its Representatives shall give prompt notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicableof such Party, the occurrence of any state of facts facts, change, development, event or Event condition would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII herein not to be satisfied or satisfaction to be reasonably materially delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Parent or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c7.8(b) shall not constitute a breach of covenant for purposes of Section 8.2(b) or Section 8.3(b) or Section 9.3(b)(i)(A) or Section 9.3(c)(i)(A). (c) Each of the Company and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company Representatives shall give prompt notice to Parent, and Parent and its Representatives shall give prompt notice to the Company, of any Action commenced or, to the Company’s Knowledge or Parentsuch Party’s Knowledge, as applicable, threatened against, relating to or involving such Party or any Company Subsidiary or Parent Subsidiary, respectively, that relates to this Agreement, the Mergers Merger or the other transactions contemplated by this Agreement Agreement. Company and each Party shall keep the other Party reasonably informed regarding any such matters. The Company its Representatives shall give Parent the opportunity to reasonably participate in the defense and settlement of any litigation against the Company, Company and/or its directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without Parent’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned or delayed). Parent and its Representatives shall give the Company the opportunity to reasonably participate in the defense and settlement of any litigation against Parent, Parent and/or its directors or its officers trustees relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed without Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Notification of Certain Matters; Transaction Litigation. (a) The Prior to the Effective Time, the Company shall give prompt notice to Parent, and Parent shall give prompt notice (i) to the Companyextent permitted under applicable Law, of any notice or other communication received by such Party from any Governmental Authority in connection with this Agreement, any of the Mergers or the other transactions contemplated by this Agreement, or from any Person alleging that the consent Consent of such Person is or may be required in connection with any the transactions contemplated hereby, if the subject matter of such communication or the failure of such Party to obtain Consent would reasonably be expected to be material to the Company, the Surviving Corporation or, to the Knowledge of the Mergers or the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the Company shall give written notice to Parent, and Parent shall give written notice to Company, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, it would be reasonably expected to result in any of the applicable closing conditions set forth in Article VIII not being capable of being satisfied by the Drop Dead Date; or Parent and (ii) it fails to comply with or satisfy in if the Company becomes aware that any material respect any covenant, condition information technology system has suffered a material security breach that results in unauthorized access or agreement restriction imposed by a third party to be complied with customer or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedCompany data or a material operational failure; provided, however, that with respect to the foregoing clauses (i) and (ii), no such notification (or any good faith failure to give provide such notification) notification shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting Agreement and shall not limit or otherwise affect the foregoing, the Company shall give prompt notice to Parent, and Parent shall give prompt notice remedies available hereunder to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicable, the occurrence of any state of facts or Event would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII not to be satisfied or satisfaction to be reasonably delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Parent or their respective Representatives to provide Party receiving such prompt notice under Section 7.10(anotice), this Section 7.10(b) or Section 7.10(c) shall not constitute a breach of covenant for purposes of Section 8.2(b) or Section 8.3(b). (c) Each of the Company and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any Action commenced or, to the Company’s Knowledge or Parent’s Knowledge, as applicable, threatened against, relating to or involving such Party or any Company Subsidiary or Parent Subsidiary, respectively, that relates to this Agreement, the Mergers or the other transactions contemplated by this Agreement and each Party shall keep the other Party reasonably informed regarding any such matters. The Company shall promptly notify Parent of any shareholder litigation arising from this Agreement or the Merger that is brought or threatened in writing against the Company or members of the Company Board (“Transaction Litigation”) and shall keep Parent reasonably informed with respect to the status thereof and shall give consideration to Parent’s advice with respect to such Transaction Litigation. The Company shall reasonably consult with Parent the opportunity with respect to reasonably participate in the defense and or settlement of any litigation against the Company, its directors or its officers relating to this Agreement, the Mergers Transaction Litigation and the transactions contemplated hereby, and no such settlement shall be agreed to not settle any Transaction Litigation without Parent’s prior written consent; provided, however, that, with respect consent (not to any such settlement that only requires payment of monetary amounts by the Company, such consent shall not be unreasonably withheld, conditioned or delayed. Parent shall give ); provided that the Company shall not be required to take any action to the opportunity extent doing so would reasonably be expected to reasonably participate in threaten the defense and settlement loss of any litigation against Parent, its directors or its officers relating to this Agreement, the Mergers and the transactions contemplated herebyattorney-client privilege.

Notification of Certain Matters; Transaction Litigation. (a) The Company and its Representatives shall give prompt notice to Parent, and Parent and its Representatives shall give prompt notice to the Company, of any notice or other communication received by such Party from any Governmental Authority in connection with this Agreement, any of the Mergers or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers Merger or the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the The Company and its Representatives shall give written prompt notice to Parent, and Parent and its Representatives shall give written prompt notice to the Company, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, that it would be reasonably expected reasonable to result in any of expect that the applicable closing conditions set forth in Article VIII not being capable would be incapable of being satisfied by the Drop Dead Date; Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedAgreement; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, the Company and its Representatives shall give prompt notice to Parent, and Parent and its Representatives shall give prompt notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicableof such Party, the occurrence of any state of facts facts, change, development, event or Event condition would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII herein not to be satisfied or satisfaction to be reasonably materially delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Parent or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c7.7(b) shall not constitute a breach of covenant for purposes of Section 8.2(b), Section 8.3(b) or Section 8.3(b9.3(b)(i). (c) Each of the The Company and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company Representatives shall give prompt notice to Parent, and Parent and its Representatives shall give prompt notice to the Company, of any Action commenced or, to the Company’s Knowledge or Parentsuch Party’s Knowledge, as applicable, threatened against, relating to or involving such Party or any Company Subsidiary or Parent Subsidiary, respectively, that relates to this Agreement, the Mergers or the other transactions contemplated by this Agreement and each Party shall keep the other Party reasonably informed regarding any such mattersAgreement. The Company and its Representatives shall give Parent the opportunity to reasonably participate in the defense and settlement of any litigation against the Company, Company and/or its directors or its officers trustees relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without Parent’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned or delayed. Parent shall give the Company the opportunity to reasonably participate in the defense and settlement of any litigation against Parent, its directors or its officers relating to this Agreement, the Mergers and the transactions contemplated hereby).

Notification of Certain Matters; Transaction Litigation. (a) The Company shall give prompt notice to Parent, REIT I Parties and Parent their Representatives shall give prompt notice to the CompanyREIT II Parties, and the REIT II Parties and their Representatives shall give prompt notice to the REIT I Parties, of any notice or other communication received by such Party from any Governmental Authority in connection with this Agreement, any of the Mergers or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers or the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the Company The REIT I Parties and their Representatives shall give written prompt notice to Parentthe REIT II Parties, and Parent the REIT II Parties and their Representatives shall give written prompt notice to Companythe REIT I Parties, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, that it would be reasonably expected reasonable to result in any of expect that the applicable closing conditions set forth in Article VIII not being capable would be incapable of being satisfied by the Drop Dead Date; Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedAgreement; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicable, the occurrence of any state of facts or Event would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII not to be satisfied or satisfaction to be reasonably delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the CompanyREIT I Parties, Parent the REIT II Parties or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c7.6(b) shall not constitute a breach of covenant for purposes of Section 8.2(b) ), Section 8.3(b), Section 9.1(c)(i), or Section 8.3(b9.1(d)(i). (c) Each of the Company The REIT I Parties and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to Parent, and Parent their Representatives shall give prompt notice to the CompanyREIT II Parties, and the REIT II Parties and their Representatives shall give prompt notice to the REIT I Parties, of any Action commenced or, to the Company’s Knowledge or Parentsuch Party’s Knowledge, as applicable, threatened against, relating to or involving such Party or any Company REIT I Subsidiary or Parent REIT II Subsidiary, respectively, or any of their respective directors, officers or partners that relates to this Agreement, the Mergers or the other transactions contemplated by this Agreement. The REIT I Parties and their respective Representatives shall give REIT II the opportunity to reasonably participate in the defense and settlement of any stockholder litigation against the REIT I Parties and/or their directors, officers or partners relating to this Agreement and each Party the transactions contemplated by this Agreement, and no such settlement shall keep the other Party reasonably informed regarding any such mattersbe agreed to without REIT II’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). The Company REIT II Parties and their respective Representatives shall give Parent the REIT I Parties the opportunity to reasonably participate in the defense and settlement of any litigation against the CompanyREIT II Parties and/or their directors, its directors officers or its officers partners relating to this Agreement, the Mergers Agreement and the transactions contemplated herebyby this Agreement, and no such settlement shall be agreed to without ParentREIT I’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned delayed or delayed. Parent shall give the Company the opportunity to reasonably participate in the defense and settlement of any litigation against Parent, its directors or its officers relating to this Agreement, the Mergers and the transactions contemplated herebyconditioned).

Notification of Certain Matters; Transaction Litigation. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any notice or other communication received by such Party party from any Governmental Authority in connection with this Agreement, any of the Mergers Merger or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers Merger or the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the The Company shall give written prompt notice to Parent, and Parent shall give written prompt notice to the Company, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, it would be reasonably expected to result in any of that the applicable closing conditions set forth in Article VIII not being capable would reasonably expected to be incapable of being satisfied by the Drop Dead Date; Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedAgreement; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties parties or the conditions to the obligations of the Parties parties under this Agreement. Without limiting the foregoing; provided, the Company shall give prompt notice to Parentfurther, and Parent shall give prompt notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicable, the occurrence of any state of facts or Event would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII not to be satisfied or satisfaction to be reasonably delayed. Notwithstanding anything to the contrary in this Agreement, that the failure by the Company, Parent or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b6.7(b) or Section 7.10(cpursuant to clause (i) above shall not constitute a breach of a covenant for purposes of Section 8.2(b) or Section 8.3(b7.2(b). (c) Each of the Company and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any Action commenced or, to the Companysuch party’s Knowledge or Parent’s Knowledge, as applicableknowledge, threatened against, relating to or involving such Party party or any of the Company Subsidiary Subsidiaries or the Parent SubsidiarySubsidiaries, respectively, that relates which relate to this Agreement, the Mergers Merger or the other transactions contemplated by this Agreement and each Party shall keep the other Party reasonably informed regarding any such mattersAgreement. The Company shall give Parent the opportunity to reasonably participate in the defense and settlement of any stockholder litigation against the Company, Company and/or its directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without Parent’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned or delayed). Parent shall give the Company the opportunity to reasonably participate in the defense and settlement of any stockholder litigation against Parent, Parent and/or its directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Notification of Certain Matters; Transaction Litigation. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any notice or other communication received by such Party from any Governmental Authority in connection with this Agreement, any of the Mergers or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers or the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the Company shall give written notice to Parent, and Parent shall give written notice to Company, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, it would be reasonably expected to result in any of the applicable closing conditions set forth in Article VIII not being capable of being satisfied by the Drop Dead Date; or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfied; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, if, to the Company’s Knowledge or the Parent’s Knowledge, as applicable, the occurrence of any state of facts or Event would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII not to be satisfied or satisfaction to be reasonably delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Parent or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c) shall not constitute a breach of covenant for purposes of Section 8.2(b) or Section 8.3(b). (c) Each of the Company and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any Action commenced or, to the Company’s Knowledge or Parent’s Knowledge, as applicable, threatened against, relating to or involving such Party or any Company Subsidiary or Parent Subsidiary, respectively, that relates to this Agreement, the Mergers or the other transactions contemplated by this Agreement and each Party shall keep the other Party reasonably informed regarding any such matters. The Company shall give Parent the opportunity to reasonably participate in the defense and settlement of any litigation against the Company, its directors or its officers relating to this Agreement, the Mergers and the transactions contemplated hereby, and no such settlement shall be agreed to without Parent’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent shall not be unreasonably withheld, conditioned or delayed. Parent shall give the Company the opportunity to reasonably participate in the defense and settlement of any litigation against Parent, its directors or its officers relating to this Agreement, the Mergers and the transactions contemplated hereby.

Notification of Certain Matters; Transaction Litigation. (a) The Company and its Representatives shall give prompt notice to Parent, and Parent and its Representatives shall give prompt notice to the Company, of any notice or other communication received by such Party from any Governmental Authority in connection with this Agreement, any of the Mergers Merger or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers Merger or the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the Company and its Representatives shall give written prompt notice to Parent, and Parent and its Representatives shall give written prompt notice to Company, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, that it would be reasonably expected reasonable to result in any of expect that the applicable closing conditions set forth in Article VIII not being capable would be incapable of being satisfied by the Drop Dead Date; Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedAgreement; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, the Company and its Representatives shall give prompt notice to Parent, and Parent and its Representatives shall give prompt notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicableof such Party, the occurrence of any state of facts facts, change, development, event or Event condition would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII herein not to be satisfied or satisfaction to be reasonably materially delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Parent or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c7.8(b) shall not constitute a breach of covenant for purposes of Section 8.2(b) or Section 8.3(b) or Section 9.3(b)(i)(A) or Section 9.3(c)(i)(A). (c) Each of the Company and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company Representatives shall give prompt notice to Parent, and Parent and its Representatives shall give prompt notice to the Company, of any Action commenced or, to the Company’s Knowledge or Parentsuch Party’s Knowledge, as applicable, threatened against, relating to or involving such Party or any Company Subsidiary or Parent Subsidiary, respectively, that relates to this Agreement, the Mergers Merger or the other transactions contemplated by this Agreement Agreement. Company and each Party shall keep the other Party reasonably informed regarding any such matters. The Company its Representatives shall give Parent the opportunity to reasonably participate in the defense and settlement of any litigation against the Company, Company and/or its directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without Parent’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned or delayed). Parent and its Representatives shall give the Company the opportunity to reasonably participate in the defense and settlement of any litigation against Parent, Parent and/or its directors or its officers trustees relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Notification of Certain Matters; Transaction Litigation. (a) The Company shall give prompt notice to Parent, and Parent Parties shall give prompt notice to the CompanyParent Parties, and the Parent Parties shall give prompt notice to the Company Parties, of any notice or other communication received by such Party party from any Governmental Authority in connection with this Agreement, any of the Mergers or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers or the other transactions contemplated by this Agreement. (b) Promptly after becoming awareThe Company Parties shall give prompt notice to the Parent Parties, and the Parent Parties shall give prompt notice to the Company shall give written notice to Parent, and Parent shall give written notice to CompanyParties, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, it would be reasonably expected to result in any of that the applicable closing conditions set forth in Article VIII not being capable would reasonably expected to be incapable of being satisfied by the Drop Dead Date; Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedAgreement; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties parties or the conditions to the obligations of the Parties parties under this Agreement. Without limiting ; provided, further, that the foregoing, the Company shall give failure to provide such prompt notice under this Section 6.7(b) pursuant to Parent, and Parent clause (i) above shall not constitute a breach of a covenant for purposes of Section 7.2(b). (c) The Company Parties shall give prompt notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicable, the occurrence of any state of facts or Event would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII not to be satisfied or satisfaction to be reasonably delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Parent or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c) shall not constitute a breach of covenant for purposes of Section 8.2(b) or Section 8.3(b). (c) Each of the Company and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to ParentParties, and the Parent Parties shall give prompt notice to the CompanyCompany Parties, of any Action commenced or, to the Companysuch party’s Knowledge or Parent’s Knowledge, as applicableknowledge, threatened against, relating to or involving such Party party or any of the Company Subsidiary Subsidiaries or the Parent SubsidiarySubsidiaries, respectively, that relates which relate to this Agreement, the Mergers or the other transactions contemplated by this Agreement and each Party shall keep the other Party reasonably informed regarding any such mattersAgreement. The Company Parties shall give the Parent Parties the opportunity to reasonably participate in the defense and settlement of any stockholder litigation against the Company, its Company Parties and/or their directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without Parent’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Parent Parties shall give the Company Parties the opportunity to reasonably participate in the defense and settlement of any stockholder litigation against Parent, its the Parent Parties and/or their directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Notification of Certain Matters; Transaction Litigation. (a) The Company shall give prompt notice to Parent, and Parent Post Parties shall give prompt notice to the CompanyMAA Parties, and the MAA Parties shall give prompt notice to the Post Parties, of any notice or other communication received by such Party from any Governmental Authority in connection with this Agreement, any of the Mergers or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers or the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the Company The Post Parties shall give written prompt notice to Parentthe MAA Parties, and Parent the MAA Parties shall give written prompt notice to Companythe Post Parties, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, it would reasonably be reasonably expected to result in any of the applicable closing conditions set forth in Article VIII not being capable of being satisfied by prior to the Drop Dead Date; Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfied; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parent, and Parent Post Parties shall give prompt notice to the CompanyMAA Parties, and the MAA Parties shall give prompt notice to the Post Parties, if, to the Company’s Knowledge or Parent’s Knowledge, as applicableof such Party, the occurrence of any state of facts facts, change, development, event or Event condition would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII not to be satisfied or satisfaction to be reasonably delayed. . (c) Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Parent Post Parties or their respective Representatives the MAA Parties to provide such prompt notice under Section 7.10(a7.8(a), this Section 7.10(b7.8(b) or Section 7.10(c7.8(d) shall not constitute a breach of covenant for purposes of Section 8.2(b) or Section 8.3(b). (cd) Each of the Company and Parent Parties hereto agrees to give prompt written notice to the other Party Parties upon becoming aware of the occurrence or impending occurrence of any Event event or circumstance relating to it or any of its the other Post Subsidiaries or the other MAA Subsidiaries, respectively, which could reasonably be expected to have, individually or in the aggregate, a Company Post Material Adverse Effect or a Parent MAA Material Adverse Effect, as the case may be. (de) The Company shall give prompt notice to Parent, and Parent Post Parties shall give prompt notice to the CompanyMAA Parties, and the MAA Parties shall give prompt notice to the Post Parties, of any Action commenced or, to the Company’s Knowledge or Parentsuch Party’s Knowledge, as applicable, threatened against, relating to or involving such Party or any Company Subsidiary of the other Post Subsidiaries or Parent Subsidiarythe other MAA Subsidiaries, respectively, that which relates to this Agreement, the Mergers or the other transactions contemplated by this Agreement and each Party shall keep the other Party reasonably informed regarding any such mattersAgreement. The Company Post Parties shall give Parent the MAA Parties the opportunity to reasonably participate in the defense and settlement of any litigation against the Company, its Post Parties and/or their directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without ParentMAA’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned or delayed). Parent The MAA Parties shall give the Company Post Parties the opportunity to reasonably participate in the defense and settlement of any litigation against Parent, its the MAA Parties and/or their directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby. (f) The Post Parties shall give the MAA Parties the opportunity to reasonably participate in the defense and settlement of the matter set forth on Section 1.1 of the Post Disclosure Letter (the “Specified Action”), including without limitation by providing the MAA Parties with all pleadings, motions, memoranda and material correspondence, as well as decisions or other actions by the court in the Specified Action, reasonable opportunity to review and comment in advance on all pleadings, motions and memoranda to be filed by the Post Parties, and advance notice of any hearings or status conferences with the court in the Specified Action. No settlement of the Specified Action shall be agreed to without MAA’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Notification of Certain Matters; Transaction Litigation. (a) The Company shall give prompt notice to Parent, REIT III Parties and Parent their Representatives shall give prompt notice to the CompanyREIT II Parties, and the REIT II Parties and their Representatives shall give prompt notice to the REIT III Parties, of any notice or other communication received by such Party from any Governmental Authority in connection with this Agreement, any of the Mergers or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers or the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the Company The REIT III Parties and their Representatives shall give written prompt notice to Parentthe REIT II Parties, and Parent the REIT II Parties and their Representatives shall give written prompt notice to Companythe REIT III Parties, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, that it would be reasonably expected reasonable to result in any of expect that the applicable closing conditions set forth in Article VIII not being capable would be incapable of being satisfied by the Drop Dead Date; Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedAgreement; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicable, the occurrence of any state of facts or Event would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII not to be satisfied or satisfaction to be reasonably delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the CompanyREIT III Parties, Parent the REIT II Parties or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c7.6(b) shall not constitute a breach of covenant for purposes of Section 8.2(b) or ), Section 8.3(b). , Section 9.1(c)(i) (cREIT II Terminating Breach), or Section 9.1(d)(i) Each of the Company and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any Action commenced or, to the Company’s Knowledge or Parent’s Knowledge, as applicable, threatened against, relating to or involving such Party or any Company Subsidiary or Parent Subsidiary, respectively, that relates to this Agreement, the Mergers or the other transactions contemplated by this Agreement and each Party shall keep the other Party reasonably informed regarding any such matters. The Company shall give Parent the opportunity to reasonably participate in the defense and settlement of any litigation against the Company, its directors or its officers relating to this Agreement, the Mergers and the transactions contemplated hereby, and no such settlement shall be agreed to without Parent’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent shall not be unreasonably withheld, conditioned or delayed. Parent shall give the Company the opportunity to reasonably participate in the defense and settlement of any litigation against Parent, its directors or its officers relating to this Agreement, the Mergers and the transactions contemplated hereby.REIT III

Notification of Certain Matters; Transaction Litigation. (a) The Company shall give prompt notice to Parentthe Parent Parties, and the Parent Parties shall give prompt notice to the Company, of any notice or other communication received by such Party party from any Governmental Authority in connection with this Agreement, any of the Mergers or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers or the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the The Company shall give written prompt notice to Parentthe Parent Parties, and the Parent Parties shall give written prompt notice to the Company, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, that it would be reasonably expected reasonable to result in any of expect that the applicable closing conditions set forth in Article VIII not being capable would be incapable of being satisfied by the Drop Dead Date; Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedAgreement; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties parties or the conditions to the obligations of the Parties parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parentthe Parent Parties, and the Parent Parties shall give prompt notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicableknowledge of such party, the occurrence of any state of facts facts, change, development, event or Event condition would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII herein not to be satisfied or satisfaction to be reasonably materially delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Company or the Parent or their respective Representatives Parties to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c6.7(b) shall not constitute a breach of covenant for purposes of Section 8.2(b7.2(b) or Section 8.3(b7.3(b). (c) Each of the Company and Parent parties hereto agrees to give prompt written notice to the other Party parties upon becoming aware of the occurrence or impending occurrence of any Event event or circumstance relating to it or any of its Subsidiariesthe other Company Entities or the other Parent Entities, respectively, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to Parentthe Parent Parties, and the Parent Parties shall give prompt notice to the Company, of any Action commenced or, to the Companysuch party’s Knowledge or Parent’s Knowledge, as applicableknowledge, threatened against, relating to or involving such Party party or any of the other Company Subsidiary Entities or the other Parent SubsidiaryEntities, respectively, that relates which relate to this Agreement, the Mergers or the other transactions contemplated by this Agreement and each Party shall keep the other Party reasonably informed regarding any such mattersAgreement. The Company shall give the Parent Parties the opportunity to reasonably participate in the defense and settlement of any stockholder litigation against the Company, Company and/or its directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without Parent’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Parent Parties shall give the Company the opportunity to reasonably participate in the defense and settlement of any stockholder litigation against Parent, its the Parent Parties and/or their directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Notification of Certain Matters; Transaction Litigation. (a) The Company CMFT, Merger Sub and their respective Representatives shall give prompt notice to ParentCCPT V, and Parent CCPT V and its Representatives shall give prompt notice to the CompanyCMFT and Merger Sub, of any notice or other communication received by such Party from any Governmental Authority in connection with this Agreement, any of the Mergers Merger or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers Merger or the other transactions contemplated by this Agreement. (b) Promptly after becoming awareCMFT, the Company Merger Sub and their respective Representatives shall give written prompt notice to ParentCCPT V, and Parent CCPT V and its Representatives shall give written prompt notice to CompanyCMFT and Merger Sub, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, that it would be reasonably expected reasonable to result in any of expect that the applicable closing conditions set forth in Article VIII not being capable would be incapable of being satisfied by the Drop Dead Date; Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedAgreement; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicable, the occurrence of any state of facts or Event would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII not to be satisfied or satisfaction to be reasonably delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the CompanyCMFT, Parent Merger Sub, CCPT V or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c7.6(b) shall not constitute a breach of covenant for purposes of Section 8.2(b) ), Section 8.3(a), Section 9.1(c)(i), or Section 8.3(b9.1(d)(i). (c) Each of the Company CMFT, Merger Sub and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company their respective Representatives shall give prompt notice to ParentCCPT V, and Parent CCPT V and its Representatives shall give prompt notice to the CompanyCMFT and Merger Sub, of any Action commenced or, to the Company’s Knowledge or Parentsuch Party’s Knowledge, as applicable, threatened against, relating to or involving such Party or any Company CMFT Subsidiary or Parent CCPT V Subsidiary, respectively, or any of their respective directors, officers or partners that relates to this Agreement, the Mergers Merger or the other transactions contemplated by this Agreement Agreement. CCPT V and each Party shall keep the other Party reasonably informed regarding any such matters. The Company its Representatives shall give Parent CMFT the opportunity to reasonably participate in the defense and settlement of any litigation Action against the Company, its directors CCPT V or its directors, officers or partners relating to this Agreement, the Mergers Agreement and the transactions contemplated herebyby this Agreement, and shall consider in good faith CMFT’s advice with respect to such Action, and no settlement in respect of any such settlement Action shall be agreed to without ParentCMFT’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned). Parent CMFT and its Representatives shall give the Company CCPT V the opportunity to reasonably participate in the defense and settlement of any litigation Action against Parent, its directors CMFT or its directors, officers or partners relating to this Agreement, the Mergers Agreement and the transactions contemplated herebyby this Agreement, and shall consider in good faith CCPT V’s advice with respect to such Action, and no settlement in respect of any such Action shall be agreed to without CCPT V’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned).

Notification of Certain Matters; Transaction Litigation. (a) The Company CCI Parties shall give prompt notice to ParentCMR, and Parent the CMR Parties shall give prompt notice to the CompanyCCI, of any notice or other communication received by such Party from any Governmental Authority in connection with this Agreement, any of the Mergers Merger or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers Merger or the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the Company The CCI Parties shall give written prompt notice to ParentCMR, and Parent the CMR Parties shall give written prompt notice to CompanyCCI, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, that it would be reasonably expected reasonable to result in any of expect that the applicable closing conditions set forth in Article VIII not being capable would be incapable of being satisfied by the Drop Dead Date; Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedAgreement; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicable, the occurrence of any state of facts or Event would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII not to be satisfied or satisfaction to be reasonably delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Parent CMR Parties or their respective Representatives the CCI Parties to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c7.6(b) shall not constitute a breach of covenant for purposes of Section 8.2(b) ), Section 8.3(b), Section 9.1(c)(i)(CCI Terminating Breach), or Section 8.3(b9.1(d)(i)(CMR Terminating Breach). (c) Each of the Company and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company CCI Parties shall give prompt notice to ParentCMR, and Parent the CMR Parties shall give prompt notice to the CompanyCCI, of any Action commenced or, to the Company’s Knowledge or Parentsuch Party’s Knowledge, as applicable, threatened against, relating to or involving such Party or any Company CCI Subsidiary or Parent CMR Subsidiary, respectively, or any of their respective directors, officers or partners that relates to this Agreement, the Mergers Merger or the other transactions contemplated by this Agreement and each Party shall keep the other Party reasonably informed regarding any such mattersAgreement. The Company CMR shall give Parent CCI the opportunity to reasonably participate in the defense and settlement of any litigation Action against the Company, its directors CMR or its directors, officers or partners relating to this Agreement, the Mergers Agreement and the transactions contemplated herebyby this Agreement, and shall consider in good faith CCI’s advice with respect to such Action, and no settlement in respect of any such settlement Action shall be agreed to without ParentCCI’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned). Parent CCI shall give the Company CMR the opportunity to reasonably participate in the defense and settlement of any litigation Action against Parent, its directors CCI or its directors, officers or partners relating to this Agreement, the Mergers Agreement and the transactions contemplated herebyby this Agreement, and shall consider in good faith CMR’s advice with respect to such Action, and no settlement in respect of any such Action shall be agreed to without CMR’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). (d) The CCI Parties shall give prompt notice to CMR if (i) any representation or warranty or covenant made by any party to the CMR II Merger Agreement or the CRII Merger Agreement is breached such that it results in the failure to satisfy any condition precedent to closing such merger in accordance with the terms of the applicable merger agreement, regardless of whether such breach or condition to closing is waived by any party to such merger agreement; or (ii) any applicable party proposes to modify, amend, terminate, waive, release, compromise or assign any material rights or claims under either the CMR II Merger Agreement or the CRII Merger Agreement.

Notification of Certain Matters; Transaction Litigation. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (a) any notice or other communication received by such Party party from any Governmental Authority Entity in connection with the this Agreement, any of the Mergers Merger or the other transactions contemplated by this Agreementhereby, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers Merger or the other transactions contemplated by this Agreementhereby, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent. (b) Promptly after becoming aware, the The Company shall give written notice to Parentkeep Parent reasonably informed, and Parent shall give written notice to Company, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, it would be reasonably expected to result in any of the applicable closing conditions set forth in Article VIII not being capable of being satisfied by the Drop Dead Date; or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfied; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions but only to the obligations extent that doing so would not, in the reasonable judgment of the Parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, if, to the Company’s Knowledge legal counsel, jeopardize attorney-client privilege, regarding any suit, action or Parent’s Knowledge, as applicable, the occurrence of any state of facts or Event would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII not to be satisfied or satisfaction to be reasonably delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Parent or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c) shall not constitute a breach of covenant for purposes of Section 8.2(b) or Section 8.3(b). (c) Each of the Company and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any Action proceeding commenced or, to the Knowledge of the Company’s Knowledge or Parent’s Knowledge, as applicable, threatened againstagainst the Company or its current or former directors or officers by any stockholder of the Company relating to, relating to arising out of or involving such Party or any Company Subsidiary or Parent Subsidiary, respectively, that relates to this Agreement, the Mergers Merger or any of the other transactions contemplated by this Agreement and each Party shall keep the other Party reasonably informed regarding any such mattershereby (“Transaction Litigation”). The Company shall consult with Parent with respect to, and give Parent the opportunity to reasonably participate in (subject to a customary joint defense agreement, and at Parent’s expense) in, but not control, the defense and settlement of any litigation against the Company, its directors Transaction Litigation and shall not compromise or its officers relating to this Agreement, the Mergers and the transactions contemplated hereby, and no such settlement shall be agreed to without Parent’s prior written consent; provided, however, that, with respect to settle in full or in part any such settlement that only requires payment of monetary amounts by the Company, such Transaction Litigation unless Parent shall have consented in writing thereto (which consent shall not be unreasonably withheld, conditioned or delayed). Parent shall give Notwithstanding anything to the Company the opportunity to reasonably participate contrary in the defense and settlement of this Section 7.06(b), any litigation against Parentsuit, its directors action or its officers other proceeding relating to this Agreement, the Mergers and the transactions contemplated herebyDissenting Shares shall be governed by Section 3.03.

Notification of Certain Matters; Transaction Litigation. (a) The Company VEREIT shall give prompt notice to ParentRealty Income, and Parent Realty Income shall give prompt notice to the CompanyVEREIT, of any written notice or other written communication received by such Party party from any Governmental Authority Entity in connection with this Agreement, any of the Mergers Mergers, the Separation, the OfficeCo Distribution or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers Mergers, the Separation, the OfficeCo Distribution or the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the Company shall give written notice to Parent, and Parent shall give written notice to Company, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, it would be reasonably expected to result in any of the applicable closing conditions set forth in Article VIII not being capable of being satisfied by the Drop Dead Date; or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfied; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, the Company VEREIT shall give prompt notice to ParentRealty Income, and Parent Realty Income shall give prompt notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicable, the occurrence of any state of facts or Event would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII not to be satisfied or satisfaction to be reasonably delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Parent or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c) shall not constitute a breach of covenant for purposes of Section 8.2(b) or Section 8.3(b). (c) Each of the Company and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the CompanyVEREIT, of any Action litigation, claim or other proceeding commenced or, to the Companysuch party’s Knowledge or Parent’s Knowledge, as applicableknowledge, threatened against, relating to or involving such Party party or any Company Subsidiary of the VEREIT Subsidiaries or Parent Subsidiarythe Realty Income Subsidiaries, respectively, that relates which relate to this Agreement, the Mergers Mergers, the OfficeCo Distribution or the other transactions contemplated by this Agreement and each Party shall keep the other Party reasonably informed regarding any such mattersAgreement. The Company VEREIT shall give Parent the Realty Income an opportunity to reasonably participate in the defense and settlement of any stockholder litigation against the Company, VEREIT and/or its directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without ParentRealty Income’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned or delayed). Parent Realty Income shall give the Company VEREIT the opportunity to reasonably participate in the defense and settlement of any stockholder litigation against Parent, Realty Income and/or its directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement which could reasonably be expected to impair or impede the parties’ ability to timely perform their obligations under this Agreement or the consummation of the transactions contemplated hereby shall be agreed to without VEREIT’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Notification of Certain Matters; Transaction Litigation. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any notice or other communication received by such Party party from any Governmental Authority in connection with this Agreement, any of the Mergers Merger or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers Merger or the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the Company shall give written notice to Parent, and Parent shall give written notice to Company, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, it would be reasonably expected to result in any of the applicable closing conditions set forth in Article VIII not being capable of being satisfied by the Drop Dead Date; or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfied; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, the The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, if, to the Company’s extent in each case it obtains Knowledge thereof, of (i) any inaccuracy of any representation or warranty of the Company or Parent’s Knowledge, as applicable, contained herein at any time during the term hereof, (ii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any state event the occurrence or non-occurrence of facts or Event which, would cause, or would reasonably result in the failure to be expected to cause, satisfied of any of the conditions to the Closing set forth in Article VIII not VII and (iii) any material failure of such party to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereby which would result in the failure to be satisfied or satisfaction to be reasonably delayed. Notwithstanding anything of any of the conditions to the contrary Closing in this AgreementArticle VII; provided that, in the case of clauses (i), (ii) and (iii), the failure by the Company, Parent or their respective Representatives to provide such prompt notice under Section 7.10(a), comply with this Section 7.10(b) or Section 7.10(c6.7(b) shall not constitute a breach result in the failure to be satisfied of covenant for purposes any of Section 8.2(b) the conditions to the Closing in Article VII, or Section 8.3(b)give rise to any right to terminate this Agreement under Article VIII, if the underlying fact, circumstance, event or failure would not in and of itself give rise to such failure or right. (c) Each of the Company and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any Action actions, suits, claims, investigations or proceedings commenced or, to the Company’s Knowledge or Parentsuch party’s Knowledge, as applicable, threatened against, relating to or involving such Party party or any of the Company Subsidiary Subsidiaries or the Parent SubsidiarySubsidiaries, respectively, that relates which relate to this Agreement, the Mergers Merger or the other transactions contemplated by this Agreement and each Party shall keep the other Party reasonably informed regarding any such mattersAgreement. The Company shall give Parent the opportunity to reasonably participate in the defense and settlement of any stockholder litigation against the Company, Company and/or its directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without Parent’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned or delayed). Parent shall give the Company the opportunity to reasonably participate in the defense and settlement of any stockholder litigation against Parent, Parent and/or its directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), unless such settlement involves only the payment of money and the amount of such settlement shall be fully covered by insurance proceeds.

Notification of Certain Matters; Transaction Litigation. (a) The Company shall give prompt notice to Parentthe Park Parties, and Parent the Park Parties shall give prompt notice to the Company, of any notice or other communication received by such Party from any Governmental Authority in connection with this Agreement, any of the Mergers Merger or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers Merger or the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the The Company shall give written prompt notice to Parentthe Park Parties, and Parent the Park Parties shall give written prompt notice to the Company, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, that it would be reasonably expected reasonable to result in any of expect that the applicable closing conditions set forth in Article ARTICLE VIII would not being capable of being satisfied by the Drop Dead Date; Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedAgreement; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parentthe Park Parties, and Parent the Park Parties shall give prompt notice to the Company, if, to the Company’s Knowledge or ParentPark’s Knowledge, as applicable, the occurrence of any state of facts or Event would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article ARTICLE VIII not to be satisfied or satisfaction to be reasonably materially delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Parent Company or their respective Representatives the Park Parties to provide such prompt notice under Section 7.10(a), 7.9(a) or this Section 7.10(b) or Section 7.10(c7.9(b) shall not constitute a breach of covenant for purposes of Section 8.2(b) or Section 8.3(b). (c) Each of the Company and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to Parentthe Park Parties, and Parent the Park Parties shall give prompt notice to the Company, of any Action commenced or, to the Company’s Knowledge or ParentPark’s Knowledge, as applicable, threatened against, relating to or involving such Party or any Company Subsidiary or Parent other Park Subsidiary, respectively, that relates to this Agreement, the Mergers Merger or the other transactions contemplated by this Agreement Agreement, and each Party shall keep the other Party reasonably informed on a current basis regarding any such matters. The Company shall give Parent the Park Parties the opportunity to reasonably participate in the defense and settlement of any litigation against the Company, its directors Company or its directors, trustees or officers relating to this Agreement, the Mergers Merger and the transactions contemplated hereby, and no such settlement shall be agreed to without ParentPark’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned or delayed), unless such settlement involves no admission of liability and no restrictions or other obligations binding on Park, the Company or any of their respective Subsidiaries other than the payment of money and the amount of such settlement shall be fully covered by insurance proceeds (subject to retention amounts). Parent The Park Parties shall give the Company the opportunity to reasonably participate in the defense and settlement of any litigation against Parent, its the Park Parties or their directors or its officers relating to this Agreement, the Mergers Merger and the transactions contemplated hereby, and no such settlement shall be agreed to without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), unless such settlement involves no admission of liability and no restrictions or other obligations binding on Park, the Company or any of their respective Subsidiaries other than the payment of money and the amount of such settlement shall be fully covered by insurance proceeds (subject to retention amounts).

Notification of Certain Matters; Transaction Litigation. (a) The Company and its respective Representatives shall give prompt written notice to Parent, and Parent and its Representatives shall give prompt written notice to the Company, of any notice or other communication received by such Party from any Governmental Authority in connection with this Agreement, any of the Mergers Merger or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers Merger or the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the Company and its Representatives shall give written prompt notice to Parent, and Parent and its Representatives shall give written prompt notice to Company, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate in any material respect such that, if uncured, that it would be reasonably expected reasonable to result in any of expect that the applicable closing conditions set forth in Article VIII not being capable would be incapable of being satisfied by the Drop Dead Outside Date; , or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedAgreement; provided, however, provided that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, the Company and its Representatives shall give prompt notice to Parent, and Parent and its Representatives shall give prompt notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicableof such Party, the occurrence of any state of facts facts, change, development, event or Event condition would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII herein not to be satisfied or satisfaction to be reasonably materially delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Parent or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c7.7(b) shall not constitute a breach of covenant for purposes of Section 8.2(b) or Section 8.3(b)) or Section 9.3(b)(i) . (c) Company and its Representatives shall give prompt notice to Parent, and Parent and its Representatives shall give prompt notice to Company, of any Action commenced relating to or involving such Party or any Company Subsidiary, Parent Subsidiary or any Affiliate thereof, respectively, that relates to this Agreement, the Merger or the other transactions contemplated by this Agreement. Company and its Representatives shall give Parent the opportunity to reasonably participate in the defense and settlement of any litigation against Company or its directors relating to this Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without Parent's prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), unless such settlement involves no admission of liability and no restrictions or other obligations binding on Parent, Company or any Parent Subsidiary or Company Subsidiary other than the payment of money and the amount of such settlement shall be fully covered by insurance proceeds. Parent and its Representatives shall give Company the opportunity to reasonably participate in the defense and settlement of any litigation against Parent or its directors relating to this Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without Company's prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), unless such settlement involves no admission of liability and no restrictions or other obligations binding on Parent, Company or any Parent Subsidiary or Company Subsidiary other than the payment of money and the amount of such settlement shall be fully covered by insurance proceeds. (d) Each of the Company and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its SubsidiariesParent Subsidiary or Company Subsidiary, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any Action commenced or, to the Company’s Knowledge or Parent’s Knowledge, as applicable, threatened against, relating to or involving such Party or any Company Subsidiary or Parent Subsidiary, respectively, that relates to this Agreement, the Mergers or the other transactions contemplated by this Agreement and each Party shall keep the other Party reasonably informed regarding any such matters. The Company shall give Parent the opportunity to reasonably participate in the defense and settlement of any litigation against the Company, its directors or its officers relating to this Agreement, the Mergers and the transactions contemplated hereby, and no such settlement shall be agreed to without Parent’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent shall not be unreasonably withheld, conditioned or delayed. Parent shall give the Company the opportunity to reasonably participate in the defense and settlement of any litigation against Parent, its directors or its officers relating to this Agreement, the Mergers and the transactions contemplated hereby.

Notification of Certain Matters; Transaction Litigation. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any notice or other communication received by such Party party from any Governmental Authority in connection with this Agreement, any of the Mergers or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers or the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the The Company shall give written prompt notice to Parent, and Parent shall give written prompt notice to the Company, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, it would be reasonably expected to result in any of that the applicable closing conditions set forth in Article VIII not being capable would reasonably expected to be incapable of being satisfied by the Drop Dead Date; Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedAgreement; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties parties or the conditions to the obligations of the Parties parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicable, the occurrence of any state of facts or Event would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII not to be satisfied or satisfaction to be reasonably delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Parent or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c) shall not constitute a breach of covenant for purposes of Section 8.2(b) or Section 8.3(b). (c) Each of the Company and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any Action actions, suits, claims, investigations or proceedings commenced or, to the Companysuch party’s Knowledge or Parent’s Knowledge, as applicableknowledge, threatened against, relating to or involving such Party party or any of the Company Subsidiary Subsidiaries or the Parent SubsidiarySubsidiaries, respectively, that relates which relate to this Agreement, the Mergers or the other transactions contemplated by this Agreement and each Party shall keep the other Party reasonably informed regarding any such mattersAgreement. The Company shall give Parent the opportunity to reasonably participate in the defense and settlement of any stockholder litigation against the Company, Company and/or its directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without Parent’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned or delayed), unless such settlement involves no admission of liability and no restrictions or other obligations binding on Parent, the Company or any of their respective Subsidiaries other than the payment of money and the amount of such settlement shall be fully covered by insurance proceeds. Parent shall give the Company the opportunity to reasonably participate in the defense and settlement of any stockholder litigation against Parent, Parent and/or its directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), unless such settlement involves no admission of liability and no restrictions or other obligations binding on Parent, the Company or any of their respective Subsidiaries other than the payment of money and the amount of such settlement shall be fully covered by insurance proceeds.

Notification of Certain Matters; Transaction Litigation. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any notice or other communication received by such Party from any Governmental Authority in connection with this Agreement, any of the Mergers or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers Merger or the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the Company shall give written notice to Parent, and Parent shall give written notice to Company, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, it would be reasonably expected to result in any of the applicable closing conditions set forth in Article VIII not being capable of being satisfied by the Drop Dead Date; or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfied; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, if, to the Company’s Knowledge or the Parent’s Knowledge, as applicable, the occurrence of any state of facts or Event would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII not to be satisfied or satisfaction to be reasonably delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Parent or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c) shall not constitute a breach of covenant for purposes of Section 8.2(b) or Section 8.3(b). (c) Each of the Company and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any Action commenced or, to the Company’s Knowledge or Parent’s Knowledge, as applicable, threatened against, relating to or involving such Party or any Company Subsidiary or Parent Subsidiary, respectively, that relates to this Agreement, the Mergers or the other transactions contemplated by this Agreement and each Party shall keep the other Party reasonably informed regarding any such matters. The Company shall give Parent the opportunity to reasonably participate in the defense and settlement of any litigation against the Company, its directors or its officers relating to this Agreement, the Mergers and the transactions contemplated hereby, and no such settlement shall be agreed to without Parent’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent shall not be unreasonably withheld, conditioned or delayed. Parent shall give the Company the opportunity to reasonably participate in the defense and settlement of any litigation against Parent, its directors or its officers relating to this Agreement, the Mergers and the transactions contemplated hereby.

Notification of Certain Matters; Transaction Litigation. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any notice or other communication received by such Party party from any Governmental Authority in connection with this Agreement, any of the Mergers or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers or the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the The Company shall give written prompt notice to Parent, and Parent shall give written prompt notice to the Company, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, it would be reasonably expected to result in any of that the applicable closing conditions set forth in Article VIII not being capable would reasonably expected to be incapable of being satisfied by the Drop Dead Date; Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedAgreement; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties parties or the conditions to the obligations of the Parties parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicable, the occurrence of any state of facts or Event would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII not to be satisfied or satisfaction to be reasonably delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Parent or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c) shall not constitute a breach of covenant for purposes of Section 8.2(b) or Section 8.3(b). (c) Each of the Company and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any Action actions, suits, claims, investigations or proceedings commenced or, to the Companysuch party’s Knowledge or Parent’s Knowledge, as applicableknowledge, threatened against, relating to or involving such Party party or any of the Company Subsidiary Subsidiaries or the Parent SubsidiarySubsidiaries, respectively, that relates which relate to this Agreement, the Mergers or the other transactions contemplated by this Agreement and each Party shall keep the other Party reasonably informed regarding any such mattersAgreement. The Company shall give Parent the opportunity to reasonably participate in the defense and settlement of any stockholder litigation against the Company, Company and/or its directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without Parent’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned or delayed), unless such settlement involves no admission of liability and no restrictions or other obligations binding on Parent, the Company or any of their respective Subsidiaries other than the payment of money and the amount of such settlement shall be fully covered by insurance proceeds. Parent shall give the Company the opportunity to reasonably participate in the defense and settlement of any shareholder litigation against Parent, Parent and/or its directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), unless such settlement involves no admission of liability and no restrictions or other obligations binding on Parent, the Company or any of their respective Subsidiaries other than the payment of money and the amount of such settlement shall be fully covered by insurance proceeds.

Notification of Certain Matters; Transaction Litigation. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any notice or other communication received by such Party party from any Governmental Authority Entity in connection with this Agreement, any of the Mergers Merger, or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers Merger or the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the The Company shall give written prompt notice to Parent, and Parent shall give written prompt notice to the Company, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, it would be reasonably expected to result in any of that the applicable closing conditions set forth in Article VIII not being capable would reasonably be expected to be incapable of being satisfied by the Drop Dead Date; Termination Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of that the applicable closing conditions set forth in Article VIII not would reasonably be expected to be satisfiedincapable of being satisfied by the Termination Date; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties parties or the conditions to the obligations of the Parties parties or the rights of termination of the parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicable, the occurrence of any state of facts or Event would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII not to be satisfied or satisfaction to be reasonably delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Parent or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c) shall not constitute a breach of covenant for purposes of Section 8.2(b) or Section 8.3(b). (c) Each of the Company and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any Action material suit, litigation, arbitration, claim, action or proceeding commenced or, to the Companysuch party’s Knowledge or Parent’s Knowledge, as applicableknowledge, threatened against, relating to or involving such Party party or any Company Subsidiary of the Group Companies or Parent Subsidiarythe Subsidiaries of Parent, respectively, that relates which relate to this Agreement, the Mergers Merger, or the other transactions contemplated by this Agreement and each Party shall keep the other Party reasonably informed regarding any such mattersAgreement. The Company shall give Parent the opportunity to reasonably participate in the defense and settlement of any Unitholder or Warrant Holder litigation against the Company, the General Partner, and/or its directors or its officers controlling persons relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without Parent’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned or delayed). Parent shall give the Company the opportunity to reasonably participate in the defense and settlement The existence of any such litigation against Parentshall not, its directors or its officers relating in and of itself, have any effect on the satisfaction of any of the conditions to this Agreement, the Mergers and the transactions contemplated herebyClosing set forth in Article 7.

Notification of Certain Matters; Transaction Litigation. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any notice or other communication received by such Party from any Governmental Authority in connection with this Agreement, any of the Mergers or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers Merger or the other transactions contemplated by this Agreement. (b) Promptly after following becoming aware, the Company shall give written notice to Parent, and Parent shall give written prompt notice to Company, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, it would be reasonably expected to result in any of that the applicable closing conditions set forth in Article VIII would not being be capable of being satisfied by the Drop Drop-Dead Date; or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfied; satisfied; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicable, the occurrence of any state of facts or Event would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII not to be satisfied or satisfaction to be reasonably delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Parent or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c7.11(b) shall not constitute a breach of covenant for purposes of Section 8.2(b) or Section 8.3(b) or Section 9.3(b)(i) or Section 9.3(c)(i). (c) Each of the Company and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any Action commenced or, to the Company’s Knowledge or Parent’s Knowledge, as applicable, threatened against, relating to or involving such Party or any Company Subsidiary or Parent Subsidiary, respectively, that relates to this Agreement, the Mergers or the other transactions contemplated by this Agreement and each Party shall keep the other Party reasonably informed regarding any such mattersAgreement. The Company shall give Parent the opportunity to reasonably participate in the defense and settlement of any litigation against the Company, Company and/or its directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without Parent’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned or delayed). Parent shall give the Company the opportunity to reasonably participate in the defense and settlement of any litigation against Parent, Parent and/or its directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby.

Notification of Certain Matters; Transaction Litigation. (a) The Company Each Party shall give prompt notice to Parent, and Parent shall give reasonably prompt notice to the Companyother Party of, of and keep the other Party reasonably informed on a current basis with respect to, any notice or other communication received by such Party from any Governmental Authority Entity in connection with this Agreement, any of the Mergers Merger or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers Merger or the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the The Company shall give written prompt notice to Parentthe Parent Parties, and the Parent Parties shall give written prompt notice to the Company, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, that it would be reasonably expected reasonable to result in any of expect that the applicable closing conditions set forth in Article VIII not being capable would be incapable of being satisfied by the Drop Dead Date; Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedAgreement; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parentthe Parent Parties, and the Parent Parties shall give prompt notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicableof such Party, the occurrence of any state of facts facts, change, development, event or Event condition would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII herein not to be satisfied or satisfaction to be reasonably materially delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Company or the Parent or their respective Representatives Parties to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c7.3(b) shall not constitute a breach of covenant for purposes of Section 8.2(b) or Section 8.3(b). (c) Each of the Company and Parent agrees Parties agree to give prompt written notice to the other Party Parties upon becoming aware of the occurrence or impending occurrence of any Event event or circumstance relating to it or any of its Subsidiariesthe other Company Entities or the other Parent Entities, respectively, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to ParentParent of and keep Parent reasonably informed on a current basis with respect to, and the Parent Parties shall give prompt notice to the CompanyCompany of and keep the Company reasonably informed on a current basis with respect to, of any Action claim, action, suit, charge, demand, inquiry, subpoena, proceeding, arbitration, mediation or other investigation commenced or, to the Companysuch Party’s Knowledge or Parent’s Knowledge, as applicableknowledge, threatened against, relating to or involving such Party or any of the other Company Subsidiary Entities or the other Parent SubsidiaryEntities, respectively, that relates which relate to this Agreement, the Mergers Merger or the other transactions contemplated by this Agreement and each Party shall keep the other Party reasonably informed regarding any such mattersTransactions. The Company shall give the Parent Parties the opportunity to reasonably participate in (but not control), subject to a customary joint defense agreement, the defense and settlement of any stockholder litigation (including arbitration proceedings) against the Company, Company and/or its directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without Parent’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Parent Parties shall give the Company the opportunity to reasonably participate in (but not control), subject to a customary joint defense agreement, the defense and settlement of any stockholder litigation (including arbitration proceedings) against Parent, its the Parent Parties and/or their directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Notification of Certain Matters; Transaction Litigation. (a) The Company shall give prompt notice to Parent, REIT I Parties and Parent their Representatives shall give prompt notice to the CompanyREIT II Parties, and the REIT II Parties and their Representatives shall give prompt notice to the REIT I Parties, of any notice or other communication received by such Party from any Governmental Authority in connection with this Agreement, any of the Mergers or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers or the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the Company The REIT I Parties and their Representatives shall give written prompt notice to Parentthe REIT II Parties, and Parent the REIT II Parties and their Representatives shall give written prompt notice to Companythe REIT I Parties, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, that it would be reasonably expected reasonable to result in any of expect that the applicable closing conditions set forth in Article VIII not being capable would be incapable of being satisfied by the Drop Dead Date; Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedAgreement; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicable, the occurrence of any state of facts or Event would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII not to be satisfied or satisfaction to be reasonably delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the CompanyREIT I Parties, Parent the REIT II Parties or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c7.6(b) shall not constitute a breach of covenant for purposes of Section 8.2(b), Section 8.3(b), Section 9.1(c)(i) (REIT II Terminating Breach), or Section 8.3(b9.1(d)(i) (REIT I Terminating Breach). (c) Each of the Company The REIT I Parties and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to Parent, and Parent their Representatives shall give prompt notice to the CompanyREIT II Parties, and the REIT II Parties and their Representatives shall give prompt notice to the REIT I Parties, of any Action commenced or, to the Company’s Knowledge or Parentsuch Party’s Knowledge, as applicable, threatened against, relating to or involving such Party or any Company REIT I Subsidiary or Parent REIT II Subsidiary, respectively, or any of their respective directors, officers or partners that relates to this Agreement, the Mergers or the other transactions contemplated by this Agreement. The REIT I Parties and their respective Representatives shall give REIT II the opportunity to reasonably participate in the defense and settlement of any stockholder litigation against the REIT I Parties or their directors, officers or partners relating to this Agreement and each Party the transactions contemplated by this Agreement, and no such settlement shall keep the other Party reasonably informed regarding any such mattersbe agreed to without REIT II’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). The Company REIT II Parties and their respective Representatives shall give Parent the REIT I Parties the opportunity to reasonably participate in the defense and settlement of any litigation against the CompanyREIT II Parties and/or their directors, its directors officers or its officers partners relating to this Agreement, the Mergers Agreement and the transactions contemplated herebyby this Agreement, and no such settlement shall be agreed to without ParentREIT I’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned delayed or delayed. Parent shall give the Company the opportunity to reasonably participate in the defense and settlement of any litigation against Parent, its directors or its officers relating to this Agreement, the Mergers and the transactions contemplated herebyconditioned).

Notification of Certain Matters; Transaction Litigation. (a) The Company Frontier and its Representatives shall give prompt notice to ParentCowboy, and Parent Cowboy and its Representatives shall give prompt notice to the CompanyFrontier, of any notice or other communication received by such Party from any Governmental Authority (other than any antitrust or competition Government Authority, which shall be governed by Section 7.5) or NASDAQ, NYSE or any other securities market in connection with this Agreement, any of the Mergers Merger or the other transactions contemplated by this Agreement, or from any Person alleging that the consent or approval of such Person is or may be required in connection with any of the Mergers Merger or the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the Company Frontier and its Representatives shall give written prompt notice to ParentCowboy, and Parent Cowboy and its Representatives shall give written prompt notice to CompanyFrontier, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, it would be reasonably expected to result in any of that the applicable closing conditions set forth in Article VIII would not being capable of being be satisfied by if the Drop Dead Date; Closing Date were to be held on the date such representation or warranty became untrue or inaccurate, (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such thator (iii) a Cowboy Material Adverse Effect or a Frontier Material Adverse Effect, if uncuredas applicable, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedhas occurred; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicable, the occurrence of any state of facts or Event would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII not to be satisfied or satisfaction to be reasonably delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the CompanyFrontier, Parent Cowboy or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c7.6(b) shall not constitute a breach of covenant for purposes of Section 8.2(b), Section 8.3(b), Section 9.1(c)(i), Section 9.1(d)(i) or Section 8.3(b9.3(b)(i). (c) Each of the Company Frontier and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company Representatives shall give prompt notice to ParentCowboy, and Parent Cowboy and its Representatives shall give prompt notice to the CompanyFrontier, of any Action commenced or, to the Company’s Knowledge or Parentsuch Party’s Knowledge, as applicable, threatened against, relating to or involving such Party or any Company Frontier Subsidiary or Parent Cowboy Subsidiary, respectively, or any of their respective directors or officers that relates to this Agreement, the Mergers Merger or the other transactions contemplated by this Agreement Agreement. Frontier and each Party shall keep the other Party reasonably informed regarding any such matters. The Company its Representatives shall give Parent Cowboy the opportunity to reasonably participate in the defense and settlement of any stockholder litigation against Frontier and/or its Representatives relating to this Agreement, the Merger and the other transactions contemplated by this Agreement, and no such settlement shall be agreed to without Cowboy’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). Cowboy and its Representatives shall give Frontier the opportunity to participate in the defense and settlement of any litigation against the Company, Cowboy and/or its directors or its officers Representatives relating to this Agreement, the Mergers Merger and the other transactions contemplated herebyby this Agreement, and no such settlement shall be agreed to without ParentFrontier’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned or delayed. Parent shall give the Company the opportunity to reasonably participate in the defense and settlement of any litigation against Parent, its directors or its officers relating to this Agreement, the Mergers and the transactions contemplated hereby).

Notification of Certain Matters; Transaction Litigation. (a) The Company Parties and their respective Representatives shall give prompt notice to Parent, and the Parent Parties and its Representatives shall give prompt notice to the Company, of of: (i) any notice or other communication received by such Party from any Governmental Authority in connection with this Agreement, any of the Mergers or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers or the other transactions contemplated by this Agreement.; (bii) Promptly after becoming aware, the Company shall give written notice to Parent, and Parent shall give written notice to Company, if (iA) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, that it would be reasonably expected reasonable to result in any of expect that the applicable closing conditions set forth in Article VIII not being capable would be incapable of being satisfied by the Drop Dead Outside Date; , or (iiB) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedAgreement; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, ; (iii) if, to the Company’s Knowledge of the Company or the Knowledge of Parent’s Knowledge, as applicable, the occurrence of any state of facts facts, change, development, event or Event condition would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII herein not to be satisfied or satisfaction to be reasonably materially delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the CompanyParent Parties or the Company Parties, Parent as applicable, or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c8.9(a) shall not constitute a breach of covenant for purposes of Section 8.2(b) 9.2(b), Section 9.3(b), Section 10.3(b)(i), or Section 8.3(b10.3(c)(i).; and (civ) Each of the Company and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any Action commenced commenced, or, to the Company’s Knowledge or Parent’s Knowledgeof such Party, as applicable, threatened againstthreatened, relating to or involving such Party or any Company Subsidiary or Parent SubsidiaryAffiliate thereof, respectively, that relates to this Agreement, the Mergers or the other transactions contemplated by this Agreement and each Party shall keep the other Party reasonably informed regarding any such matters. Agreement. (b) The Company shall give Parent the opportunity to reasonably participate in (but not control) the defense and settlement of any litigation against the Company, its directors or Company and/or its officers relating to this Agreement, the Mergers and the transactions contemplated herebyor directors, and no such settlement shall be agreed to without Parent’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent shall not be unreasonably withheld, conditioned or delayed. Parent shall give the Company the opportunity to reasonably participate in (but not control) the defense and settlement of any litigation against Parent, its directors or Parent and/or its officers or directors, in each case relating to this Agreement, the Mergers and or the other transactions contemplated herebyby this Agreement in accordance with the terms of a mutually agreed upon joint defense agreement. The Company shall not, except with the prior written consent of Parent, offer to settle or settle or compromise any such litigation.

Notification of Certain Matters; Transaction Litigation. (a) The Company and its Representatives shall give prompt notice to Parentthe Parent Parties, and the Parent Parties and their Representatives shall give prompt notice to the Company, of any notice or other communication received by such Party from any Governmental Authority in connection with this Agreement, any of the Mergers Merger or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers Merger or the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the The Company shall give written prompt notice to Parentthe Parent Parties, and the Parent Parties shall give written prompt notice to the Company, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, that it would be reasonably expected reasonable to result in any of expect that the applicable closing conditions set forth in Article VIII not being capable would reasonably be expected to be incapable of being satisfied by the Drop Dead Date; Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedAgreement; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, if, to the Company’s Knowledge Agreement or Parent’s Knowledge, as applicable, the occurrence of any state of facts or Event would cause, or would reasonably be expected to cause, remedies for any breach of the conditions to Closing set forth in Article VIII not to be satisfied representations, warranties, covenants or satisfaction to be reasonably delayedagreements under this Agreement. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, the Parent Parties or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c7.7(b) shall not constitute a breach of covenant for purposes of Section 8.2(b), Section 8.3(b), Section 9.1(c)(i) (Parent Terminating Breach), or Section 8.3(b9.1(d)(i) (Company Terminating Breach). (c) Each of the The Company and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company Representatives shall give prompt notice to Parentthe Parent Parties, and the Parent Parties and their Representatives shall give prompt notice to the Company, of any Action commenced or, to the Companysuch Party’s Knowledge or Parent’s Knowledge, as applicableknowledge, threatened against, relating to or involving such Party or any Company Subsidiary or Parent Subsidiaryof its Subsidiaries, respectively, or any of its or their respective directors, officers or partners that relates to this Agreement, the Mergers Merger or the other transactions contemplated by this Agreement (“Transaction Litigation”) and each Party shall keep the other Party Parties informed on a reasonably informed regarding any current basis with respect to the status thereof (including by promptly furnishing to the other Parties such mattersinformation relating to such Actions as may be reasonably requested, subject to the preservation of privilege). The Company and its Representatives shall give Parent the opportunity to reasonably participate in the defense and settlement of any litigation Transaction Litigation against the Company, its directors Subsidiaries or its or their directors, officers or partners relating to this Agreement, the Mergers Agreement and the transactions contemplated herebyby this Agreement, shall give due consideration to Parent’s advice with respect to such Action and no such settlement shall be agreed to without Parent’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned delayed or delayed. Parent shall give the Company the opportunity to reasonably participate in the defense and settlement of any litigation against Parent, its directors or its officers relating to this Agreement, the Mergers and the transactions contemplated herebyconditioned).

Notification of Certain Matters; Transaction Litigation. (a) The Company shall give prompt notice to Parent, and Parent Parties shall give prompt notice to the CompanyParent Parties, and the Parent Parties shall give prompt notice to the Company Parties, of any notice or other communication received by such Party party from any Governmental Authority in connection with this Agreement, any of the Mergers or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers or the other transactions contemplated by this Agreement. (b) Promptly after becoming awareThe Company Parties shall give prompt notice to the Parent Parties, and the Parent Parties shall give prompt notice to the Company shall give written notice to Parent, and Parent shall give written notice to CompanyParties, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, it would be reasonably expected to result in any of that the applicable closing conditions set forth in Article VIII not being capable would reasonably expected to be incapable of being satisfied by the Drop Dead Date; Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedAgreement; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties parties or the conditions to the obligations of the Parties parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parent, and Parent Parties shall give prompt notice to the CompanyParent Parties, and the Parent Parties shall give prompt notice to the Company Parties, if, to the Company’s Knowledge or Parent’s Knowledge, as applicableknowledge of such party, the occurrence of any state of facts facts, change, development, event or Event condition would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII herein not to be satisfied or satisfaction to be reasonably materially delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Company Parties or the Parent or their respective Representatives Parties to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c‎‎Section 6.7(b) shall not constitute a breach of covenant for purposes of Section 8.2(b‎‎Section 7.2(b) or Section 8.3(b‎‎Section 7.3(b). (c) Each of the Company and Parent parties hereto agrees to give prompt written notice to the other Party parties upon becoming aware of the occurrence or impending occurrence of any Event event or circumstance relating to it or any of its Subsidiariesthe other Company Entities or the other Parent Entities, respectively, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to Parent, and Parent Parties shall give prompt notice to the CompanyParent Parties, and the Parent Parties shall give prompt notice to the Company Parties, of any Action commenced or, to the Companysuch party’s Knowledge or Parent’s Knowledge, as applicableknowledge, threatened against, relating to or involving such Party party or any of the other Company Subsidiary Entities or the other Parent SubsidiaryEntities, respectively, that relates which relate to this Agreement, the Mergers or the other transactions contemplated by this Agreement and each Party shall keep the other Party reasonably informed regarding any such mattersAgreement. The Company Parties shall give the Parent Parties the opportunity to reasonably participate in the defense and settlement of any stockholder litigation against the Company, its Company Parties and/or their directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without Parent’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Parent Parties shall give the Company Parties the opportunity to reasonably participate in the defense and settlement of any stockholder litigation against Parent, its the Parent Parties and/or their directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Notification of Certain Matters; Transaction Litigation. (a) The Company REIT I and its Representatives shall give prompt notice to ParentREIT II, and Parent REIT II and its Representatives shall give prompt notice to the CompanyREIT I, of any notice or other communication received by such Party from any Governmental Authority in connection with this Agreement, any of the Mergers REIT Merger or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers REIT Merger or the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the Company REIT I and its Representatives shall give written prompt notice to ParentREIT II, and Parent REIT II and its Representatives shall give written prompt notice to CompanyREIT I, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, that it would be reasonably expected reasonable to result in any of expect that the applicable closing conditions set forth in Article VIII not being capable would be incapable of being satisfied by the Drop Dead Date; Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedAgreement; provided, however, provided that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicable, the occurrence of any state of facts or Event would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII not to be satisfied or satisfaction to be reasonably delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the CompanyREIT I, Parent REIT II or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c7.6(b) shall not constitute a breach of covenant for purposes of Section 8.2(b) ), Section 8.3(b), Section 9.1(c)(i), or Section 8.3(b9.1(d)(i). (c) Each of the Company REIT I and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company Representatives shall give prompt notice to ParentREIT II, and Parent REIT II and its Representatives shall give prompt notice to the CompanyREIT I, of any Action commenced or, to the Company’s Knowledge or Parentsuch Party’s Knowledge, as applicable, threatened against, relating to or involving such Party or any Company REIT I Subsidiary or Parent REIT II Subsidiary, respectively, or any of their respective directors, officers or partners that relates to this Agreement, the Mergers REIT Merger or the other transactions contemplated by this Agreement. In the event that any Action related to this Agreement, the REIT Merger or the other transactions contemplated by this Agreement and each is brought against REIT I, on the one hand, or REIT II, on the other hand, or any of their respective Representatives and/or Affiliates by security holders of such Party, then the defending Party shall keep (i) promptly notify the other Party reasonably of such litigation and keep such other Party informed regarding any on a current basis with respect to the status thereof and (ii) give such matters. The Company shall give Parent Party the opportunity to reasonably participate participate, subject to a customary joint defense agreement, in the defense and settlement of any such litigation against the Companydefendant Party, its directors or its officers relating to this Agreement, the Mergers and the transactions contemplated herebyRepresentatives and/or Affiliates by security holders of such defending Party, and no such settlement thereof shall be agreed to without Parentthe other Party’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned or delayed. Parent shall give the Company the opportunity to reasonably participate in the defense and settlement of any litigation against Parent, its directors or its officers relating to this Agreement, the Mergers and the transactions contemplated hereby).

Notification of Certain Matters; Transaction Litigation. (a) The Company CCI Parties shall give prompt notice to ParentCRII, and Parent the CRII Parties shall give prompt notice to the CompanyCCI, of any notice or other communication received by such Party from any Governmental Authority in connection with this Agreement, any of the Mergers or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers or the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the Company The CCI Parties shall give written prompt notice to ParentCRII, and Parent the CRII Parties shall give written prompt notice to CompanyCCI, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, that it would be reasonably expected reasonable to result in any of expect that the applicable closing conditions set forth in Article VIII not being capable would be incapable of being satisfied by the Drop Dead Date; Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedAgreement; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicable, the occurrence of any state of facts or Event would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII not to be satisfied or satisfaction to be reasonably delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Parent CRII Parties or their respective Representatives the CCI Parties to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c7.6(b) shall not constitute a breach of covenant for purposes of Section 8.2(b) ), Section 8.3(b), Section 9.1(c)(i), or Section 8.3(b9.1(d)(i). (c) Each of the Company and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company CCI Parties shall give prompt notice to ParentCRII, and Parent the CRII Parties shall give prompt notice to the CompanyCCI, of any Action commenced or, to the Company’s Knowledge or Parentsuch Party’s Knowledge, as applicable, threatened against, relating to or involving such Party or any Company CCI Subsidiary or Parent CRII Subsidiary, respectively, or any of their respective directors, officers or partners that relates to this Agreement, the Mergers or the other transactions contemplated by this Agreement and each Party shall keep the other Party reasonably informed regarding any such mattersAgreement. The Company CRII shall give Parent CCI the opportunity to reasonably participate in the defense and settlement of any litigation Action against the Company, its directors CRII or its directors, officers or partners relating to this Agreement, the Mergers Agreement and the transactions contemplated herebyby this Agreement, and shall consider in good faith CCI’s advice with respect to such Action, and no settlement in respect of any such settlement Action shall be agreed to without ParentCCI’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned). Parent CCI shall give the Company CRII the opportunity to reasonably participate in the defense and settlement of any litigation Action against Parent, its directors CCI or its directors, officers or partners relating to this Agreement, the Mergers Agreement and the transactions contemplated herebyby this Agreement, and shall consider in good faith CRII’s advice with respect to such Action, and no settlement in respect of any such Action shall be agreed to without CRII’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned).

Notification of Certain Matters; Transaction Litigation. (a) The Company shall give prompt notice to Parent, Parties and Parent their Representatives shall give prompt notice to the CompanySxxxxxxxxx Parties, and the Sxxxxxxxxx Parties and their Representatives shall give prompt notice to the Company Parties, of any notice or other communication received by such Party from any Governmental Authority in connection with this Agreement, any of the Mergers or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers or the other transactions contemplated by this Agreement. (b) Promptly after becoming awareThe Company Parties and their Representatives shall give prompt notice to the Sxxxxxxxxx Parties, and the Sxxxxxxxxx Parties and their Representatives shall give prompt notice to the Company shall give written notice to Parent, and Parent shall give written notice to CompanyParties, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, that it would be reasonably expected reasonable to result in any of expect that the applicable closing conditions set forth in Article VIII not being capable would be incapable of being satisfied by the Drop Dead Date; Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedAgreement; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicable, the occurrence of any state of facts or Event would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII not to be satisfied or satisfaction to be reasonably delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the CompanyCompany Parties, Parent the Sxxxxxxxxx Parties or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c7.6(b) shall not constitute a breach of covenant for purposes of Section 8.2(b), Section 8.3(b), Section 9.1(c)(i), Section 9.1(d)(i), Section 9.3(b)(i) or Section 8.3(b9.3(c)(i). (c) Each of the Company and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to Parent, Parties and Parent their Representatives shall give prompt notice to the CompanySxxxxxxxxx Parties, and the Sxxxxxxxxx Parties and their Representatives shall give prompt notice to the Company Parties, of any Action commenced or, to the Company’s Knowledge or Parentsuch Party’s Knowledge, as applicable, threatened against, relating to or involving such Party or any Company Subsidiary or Parent Sxxxxxxxxx Subsidiary, respectively, or any of their respective directors, officers or partners that relates to this Agreement, the Mergers or the other transactions contemplated by this Agreement and each Party shall keep the other Party reasonably informed regarding any such mattersAgreement. The Company Parties and their respective Representatives shall give Parent Sxxxxxxxxx the opportunity to reasonably participate in the defense and settlement of any stockholder litigation against the Company Parties and/or their directors, officers or partners relating to this Agreement and the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Sxxxxxxxxx’x prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). The Sxxxxxxxxx Parties and their respective Representatives shall give the Company Parties the opportunity to reasonably participate in the defense and settlement of any litigation against the CompanySxxxxxxxxx and/or their directors, its directors officers or its officers partners relating to this Agreement, the Mergers Agreement and the transactions contemplated herebyby this Agreement, and no such settlement shall be agreed to without ParentCompany’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned delayed or delayed. Parent shall give the Company the opportunity to reasonably participate in the defense and settlement of any litigation against Parent, its directors or its officers relating to this Agreement, the Mergers and the transactions contemplated herebyconditioned).

Notification of Certain Matters; Transaction Litigation. (a) The Company shall give prompt notice to ParentAbsorbing Company, and Parent Absorbing Company shall give prompt notice to the Company, of any notice or other communication received by such Party from any Governmental Authority in connection with this Agreement, any of the Mergers or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers Merger or the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the Company shall give written prompt notice to ParentAbsorbing Company, and Parent Absorbing Company shall give written prompt notice to Company, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, it would be reasonably expected to result in any of the applicable closing conditions set forth in Article VIII not being capable of being satisfied by the Drop Dead Date; or (ii) it fails to comply with or satisfy in any material respect any covenant, condition covenant or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, that it would result in any of be reasonable to expect that the applicable closing conditions set forth in Article VIII not to would be satisfiedincapable of being satisfied by the Outside Date; provided, however, provided that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to ParentAbsorbing Company, and Parent Absorbing Company shall give prompt notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicableof such Party, the occurrence of any state of facts facts, change, event or Event condition would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII herein not to be satisfied or satisfaction to be reasonably materially delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Parent Absorbing Company or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c7.6(b) shall not constitute a breach of covenant for purposes of Section 8.2(b) or Section 8.3(b). (c) Each of the Company and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to ParentAbsorbing Company, and Parent Absorbing Company shall give prompt notice to the Company, of any Action commenced or, to the Company’s Knowledge or Parentsuch Party’s Knowledge, as applicable, threatened against, relating to or involving such Party or any Company Subsidiary or Parent Absorbing Company Subsidiary, respectively, that relates to this Agreement, the Mergers Merger or the other transactions contemplated by this Agreement Agreement. Each Party and each Party its Representatives shall keep give the other Party reasonably informed regarding any such matters. The Company shall give Parent the opportunity to reasonably participate in the defense and settlement of any litigation against the Company, such Party and/or its directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without Parentthe other Party’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned or delayed. Parent shall give the Company the opportunity to reasonably participate in the defense and settlement of any litigation against Parent, its directors or its officers relating to this Agreement, the Mergers and the transactions contemplated hereby).

Notification of Certain Matters; Transaction Litigation. The Seller shall give prompt written notice to the Buyer, and the Buyer shall give prompt written notice to the Seller, of (a) The Company upon becoming aware of the occurrence or failure to occur of any event that would reasonably be expected to cause any representation or warranty made by the Seller or the Buyer, as the case may be, to become untrue or incorrect and (b) any breach by the Seller or the Buyer, as the case may be, of any covenant or agreement to be complied with or satisfied by it under this Agreement, in each case to the extent that any such occurrence, failure to occur or breach has resulted in or would reasonably be expected to result in any of the conditions set forth in Article VIII to fail to be satisfied at Closing. Any notice provided, or disclosure made, by either the Seller or the Buyer pursuant to this Section 6.4 shall give prompt notice not be taken into account for purposes of determining whether the conditions set forth in Section 8.2(a) or Section 8.3(a), as the case may be, have been satisfied or affect a Party’s rights to Parentindemnification under Article X. Furthermore, and Parent the Seller shall give prompt notice to the Company, Buyer of (a) any written notice or other written communication received by such Party from the Seller or any Governmental Authority in connection with this Agreement, any of the Mergers or the other transactions contemplated by this Agreement, or Transferred Subsidiary from any Person alleging that the consent of such Person is or may be required in connection with any the Transactions, if the subject matter of such communication or the failure of the Mergers Seller or such Transferred Subsidiary to obtain such consent would be material to the other transactions contemplated by this Agreement. Business, taken as a whole, and (b) Promptly after becoming aware, the Company shall give written notice to Parent, and Parent shall give written notice to Company, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, it would be reasonably expected to result in any of the applicable closing conditions set forth in Article VIII not being capable of being satisfied by the Drop Dead Date; or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfied; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicable, the occurrence of any state of facts or Event would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII not to be satisfied or satisfaction to be reasonably delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Parent or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c) shall not constitute a breach of covenant for purposes of Section 8.2(b) or Section 8.3(b). (c) Each of the Company and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any Action Actions commenced or, to the Company’s Knowledge or Parent’s Knowledge, as applicableof the Seller, threatened againstagainst the Seller, relating to the Transferred Subsidiaries and/or any of their respective directors or involving such Party officers or any Company Subsidiary or Parent Subsidiary, respectively, other Representatives that relates relate to this Agreement, the Mergers other Transaction Documents or the other transactions contemplated by this Agreement Transactions and each Party of any material developments with respect thereto. The Seller shall keep the other Party Buyer informed on a reasonably informed regarding any such matters. The Company shall give Parent the opportunity to reasonably participate in the defense and settlement of any litigation against the Company, its directors or its officers relating to this Agreement, the Mergers and the transactions contemplated hereby, and no such settlement shall be agreed to without Parent’s prior written consent; provided, however, that, current basis with respect to the status of any such settlement that only requires payment of monetary amounts by Action. Without limiting the Companypreceding sentence, the Seller shall give reasonable and good faith consideration to the Buyer’s advice with respect to such consent Action. The Seller shall not settle any such Action without the prior written consent of the Buyer (not to be unreasonably withheld, conditioned or delayed. Parent shall give the Company the opportunity to reasonably participate in the defense and settlement of any litigation against Parent, its directors or its officers relating to this Agreement, the Mergers and the transactions contemplated hereby).

Notification of Certain Matters; Transaction Litigation. (a) The Company Omega and Beta shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, promptly notify each other of (a) any notice or other communication received by such Party party from any Governmental Authority Entity in connection with this Agreement, any of the Mergers or the other transactions contemplated by this Agreement, hereby or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers or the other transactions contemplated by this Agreement. hereby, (b) Promptly after becoming awareany other notice or substantive communication from any Governmental Entity in connection with the transactions contemplated hereby, (c) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Company shall give written notice to Parenttransactions contemplated hereby or (d) any change, and Parent shall give written notice to Company, if condition or event (i) that renders or would reasonably be expected to render any representation or warranty made by it contained of such party set forth in this Agreement becomes (disregarding any materiality qualification contained therein) to be untrue or inaccurate such that, that the applicable closing conditions would not be satisfied if uncured, it the Closing were to be held on the date such representation or warranty became untrue or inaccurate or (ii) that results or would reasonably be reasonably expected to result in any failure of the applicable closing conditions set forth in Article VIII not being capable of being satisfied by the Drop Dead Date; or (ii) it fails such party to comply with or satisfy in any material respect any covenant, condition or agreement (including any condition set forth in Article VI) to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedhereunder; provided, however, that no such notification (or failure to give such notification) shall affect any of the representations, warranties, covenants covenants, rights or agreements of the Parties remedies, or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoingof, the Company parties hereunder. (b) Omega and its Representatives shall give prompt (but no later than one (1) Business Day) notice to ParentBeta, and Parent Beta and its Representatives shall give prompt (but no later than one (1) Business Day) notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicable, the occurrence of any state of facts or Event would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII not to be satisfied or satisfaction to be reasonably delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Parent or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c) shall not constitute a breach of covenant for purposes of Section 8.2(b) or Section 8.3(b). (c) Each of the Company and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the CompanyOmega, of any Action commenced or, to the Companysuch party’s Knowledge or Parent’s Knowledge, as applicableknowledge, threatened against, relating to or involving such Party party or any Company Subsidiary of Omega or Parent Subsidiaryany Subsidiary of Beta, respectively, or any of their respective directors or officers that relates to this Agreement, the Mergers or the other transactions contemplated by this Agreement Agreement. Beta and each Party shall keep the other Party reasonably informed regarding any such matters. The Company its Representatives shall give Parent Omega the opportunity to reasonably participate in the defense and settlement of any litigation Action against the Company, Beta and/or its directors or its officers Representatives relating to this Agreement, the Mergers and the other transactions contemplated herebyby this Agreement, and no such settlement shall be agreed to without ParentOmega’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned or delayed). Parent Omega and its Representatives shall give the Company Beta the opportunity to reasonably participate in the defense and settlement of any litigation Action against Parent, Omega and/or its directors or its officers Representatives relating to this Agreement, the Mergers and the other transactions contemplated herebyby this Agreement, and no such settlement shall be agreed to without Beta’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). Omega and Beta agree to cooperate with each other with respect to the defense and settlement of any Action relating to this Agreement, the Mergers and the other transactions contemplated by this Agreement.

Notification of Certain Matters; Transaction Litigation. From the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with the terms of Article X, each of the Company and Parent shall promptly notify the other Party of (a) The Company shall give prompt any written notice or other written communication, or, to Parent, and Parent shall give prompt notice to the knowledge of the Company, of any oral notice or other communication oral communication, received by such the notifying Party from any Governmental Authority in connection with this Agreement, or any of the Mergers its Affiliates or the other transactions contemplated by this Agreement, or Representatives from any Person alleging that the consent Consent of such Person is or may be required in connection with any of the Mergers or the other transactions contemplated by this Agreement. Transactions and (b) Promptly after becoming awareany written notice or other written communication, or, to the knowledge of the Company, oral notice or other oral communication from any Governmental Entity in connection with the Transactions. Subject to applicable Law, the Company shall give written notice promptly notify Parent of any shareholder demands, litigations, arbitrations or other similar Proceedings (including derivative claims) commenced or threatened in writing, or, to Parent, and Parent shall give written notice to the knowledge of the Company, if (i) orally against the Company or any representation director, officer or warranty made by it contained in Affiliate thereof relating to this Agreement becomes untrue or inaccurate such that, if uncured, it would be reasonably expected to result in any of the applicable closing conditions set forth Transactions or seeking damages or discovery in Article VIII not being capable of being satisfied by the Drop Dead Date; or connection with such Transactions (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfied; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoingcollectively, the Company “Transaction Litigation”) and shall give prompt notice keep Parent promptly and reasonably informed regarding any Transaction Litigation. Subject to Parentapplicable Law, and Parent shall give prompt notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicable, the occurrence of any state of facts or Event would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII not to be satisfied or satisfaction to be reasonably delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Parent or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c) shall not constitute a breach of covenant for purposes of Section 8.2(b) or Section 8.3(b). (c) Each of the Company and Parent agrees to give prompt written notice to shall cooperate with the other Party upon becoming aware in the defense or settlement of any Transaction Litigation, at each Party’s sole cost and expense, and shall in good faith consult with each other on a regular basis regarding the defense or settlement of such Transaction Litigation and shall reasonably consider each other’s advice and views with respect to such Transaction Litigation, but only if it is not reasonably determined by either of the occurrence Parties, upon the advice of counsel, that doing so could result in the loss of the ability to successfully assert any legal privilege or impending occurrence work product protection. Subject to applicable Law, none of any Event relating to it the Company or any of its Subsidiaries, which could reasonably be expected Subsidiaries shall settle or offer to have, individually or in settle any Transaction Litigation without the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any Action commenced or, to the Company’s Knowledge or Parent’s Knowledge, as applicable, threatened against, relating to or involving such Party or any Company Subsidiary or Parent Subsidiary, respectively, that relates to this Agreement, the Mergers or the other transactions contemplated by this Agreement and each Party shall keep the other Party reasonably informed regarding any such matters. The Company shall give Parent the opportunity to reasonably participate in the defense and settlement of any litigation against the Company, its directors or its officers relating to this Agreement, the Mergers and the transactions contemplated hereby, and no such settlement shall be agreed to without Parent’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment consent of monetary amounts by the Company, Parent (such consent shall not to be unreasonably withheld, conditioned or delayed. Parent shall give ), except to the extent the settlement is fully covered by the Company’s insurance policies (other than any applicable deductible), but only if such settlement (v) only involves the payment of monetary damages; (w) would not result in the imposition of (1) any material obligation to be performed by, or (2) material restriction imposed against, the Company or any of its Subsidiaries following the opportunity Closing Date; (x) does not directly or indirectly attribute to the Company or any of its Subsidiaries any admission of liability or any admission of fact that would reasonably participate in be expected to lead to any liability; (y) does not impose on Parent or Merger Sub (or any Affiliate of Parent or Merger Sub) any judgment, contribution obligation, fine, penalty or any other liability; and (z) does not involve the defense and settlement admission of any litigation against Parent, its directors or its officers relating to this Agreement, the Mergers and the transactions contemplated herebywrongdoing.

Notification of Certain Matters; Transaction Litigation. (a) The Company shall give prompt notice to ParentPurchaser, and Parent Purchaser shall give prompt notice to the Company, of any notice or other communication received by such Party from any Governmental Authority in connection with this Agreement, any of the Mergers or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers or SoftBank Investment and the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the Company shall give written prompt notice to ParentPurchaser, and Parent Purchaser shall give written prompt notice to Company, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, it would be reasonably expected to result in any of the applicable closing conditions set forth in Article VIII not being capable of being satisfied by the Drop Dead Date; or (ii) it fails to comply with or satisfy in any material respect any covenant, condition covenant or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, that it would result in any of be reasonable to expect that the applicable closing conditions set forth in Article VIII not to would be satisfiedincapable of being satisfied by the Outside Date; provided, however, provided that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to ParentPurchaser, and Parent Purchaser shall give prompt notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicableof such Party, the occurrence of any state of facts facts, change, event or Event condition would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII herein not to be satisfied or satisfaction to be reasonably materially delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Parent Purchaser or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c5.6(b) shall not constitute a breach of covenant for purposes of Section 8.2(b6.2(b) or Section 8.3(b6.3(b). (c) Each of the Company and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to ParentPurchaser, and Parent Purchaser shall give prompt notice to the Company, of any Action commenced or, to the Company’s Knowledge or Parentsuch Party’s Knowledge, as applicable, threatened against, relating to or involving such Party or any Company Subsidiary or Parent Subsidiaryany Company Subsidiary of Purchaser, respectively, that relates to this Agreement, Agreement or the Mergers SoftBank Investment or the other transactions contemplated by this Agreement Agreement. Each Party and each Party its Representatives shall keep give the other Party reasonably informed regarding any such matters. The Company shall give Parent the opportunity to reasonably participate in the defense and settlement of any litigation against the Company, such Party and/or its directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without Parentthe other Party’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned or delayed. Parent shall give the Company the opportunity to reasonably participate in the defense and settlement of any litigation against Parent, its directors or its officers relating to this Agreement, the Mergers and the transactions contemplated hereby).

Notification of Certain Matters; Transaction Litigation. (a) The Company shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, of (and if in writing, furnish the other parties with copies of) any notice or other communication received by such Party party from any Governmental Authority Entity in connection with this Agreement, any of the Mergers Merger or the other transactions contemplated by this Agreementhereby, or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the transactions contemplated hereby. In connection with any such notice or other communication, the applicable party shall (i) permit the other party to review and discuss in advance (and to consider in good faith any reasonable comments made by the other party in relation to) any proposed response to any such communication from any such Person or any Governmental Entity, and (ii) consult with the other party, acting reasonably and as promptly as reasonably practicable, with respect to all the information relating to such other parties and any of their respective Subsidiaries that appears in any filing made with, or written materials submitted to, any such Person or any Governmental Entity in connection with the Mergers or the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the The Company shall give written notice to Parentas promptly as reasonably practicable notify Parent of, and keep Parent shall give written notice to Companyreasonably informed regarding, if (i) any representation suit, action or warranty made by it contained in this Agreement becomes untrue other proceeding commenced, or inaccurate such that, if uncured, it would be reasonably expected to result in any of the applicable closing conditions set forth in Article VIII not being capable of being satisfied by the Drop Dead Date; or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfied; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations Knowledge of the Parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, ifthreatened against the Company or its current or former directors or officers relating to, to the Company’s Knowledge arising out of or Parent’s Knowledge, as applicable, the occurrence of any state of facts or Event would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII not to be satisfied or satisfaction to be reasonably delayed. Notwithstanding anything to the contrary in involving this Agreement, the failure by the Company, Parent or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c) shall not constitute a breach of covenant for purposes of Section 8.2(b) or Section 8.3(b). (c) Each of the Company and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it Merger or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any Action commenced or, to the Company’s Knowledge or Parent’s Knowledge, as applicable, threatened against, relating to or involving such Party or any Company Subsidiary or Parent Subsidiary, respectively, that relates to this Agreement, the Mergers or the other transactions contemplated hereby (“Transaction Litigation”) (including by this Agreement and each Party shall keep keeping Parent reasonably apprised of material decisions with respect to such litigation contemplated by the other Party reasonably informed regarding any such mattersCompany). The Company shall give Parent the right to review and comment on all material filings or material responses to be made by the Company in connection with any Transaction Litigation (and the Company shall in good faith take such comments, if reasonable, into account) and shall give Parent the opportunity to reasonably participate in (subject to a customary joint defense agreement, and at Parent’s sole expense) in, but not control, the defense and settlement of any litigation against the Company, its directors Transaction Litigation and shall not compromise or its officers relating to this Agreement, the Mergers and the transactions contemplated hereby, and no such settlement shall be agreed to without Parent’s prior written consent; provided, however, that, with respect to settle in full or in part any such settlement that only requires payment of monetary amounts by the Company, such Transaction Litigation unless Parent shall have consented in writing thereto (which consent shall not be unreasonably withheld, conditioned or delayed). Parent shall give Notwithstanding anything to the Company the opportunity to reasonably participate contrary in the defense and settlement of this Section 7.5(b), any litigation against Parentsuit, its directors action or its officers other proceeding relating to this Agreement, the Mergers and the transactions contemplated herebyDissenting Shares shall be governed by Section 3.3.

Notification of Certain Matters; Transaction Litigation. (a) The Company and its respective Representatives shall give prompt written notice to Parent, and Parent and its Representatives shall give prompt written notice to the Company, of any notice or other communication received by such Party from any Governmental Authority in connection with this Agreement, any of the Mergers Mergers, the Asset Transfers or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers Mergers, the Asset Transfers or the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the Company and its Representatives shall give written prompt notice to Parent, and Parent and its Representatives shall give written prompt notice to Company, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate in any material respect such that, if uncured, that it would be reasonably expected reasonable to result in any of expect that the applicable closing conditions set forth in Article VIII not being capable would be incapable of being satisfied by the Drop Dead Outside Date; , or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedAgreement; provided, however, provided that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, the Company and its Representatives shall give prompt notice to Parent, and Parent and its Representatives shall give prompt notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicableof such Party, the occurrence of any state of facts facts, change, development, event or Event condition would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII herein not to be satisfied or satisfaction to be reasonably materially delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Parent or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c7.7(b) shall not constitute a breach of covenant for purposes of Section 8.2(b) or Section 8.3(b) or Section 9.3(b)(i). (c) Company and its Representatives shall give prompt notice to Parent, and Parent and its Representatives shall give prompt notice to Company, of any Action commenced relating to or involving such Party or any Company Subsidiary, Parent Subsidiary or any Affiliate thereof, respectively, that relates to this Agreement, the Mergers, the Asset Transfers or the other transactions contemplated by this Agreement. Company and its Representatives shall give Parent the opportunity to reasonably participate in the defense and settlement of any litigation against Company or its directors relating to this Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), unless such settlement involves no admission of liability and no restrictions or other obligations binding on Parent, any Parent Subsidiary or any Sale Subsidiary other than the payment of money and the amount of such settlement shall be fully covered by insurance proceeds. Parent and its Representatives shall give Company the opportunity to reasonably participate in the defense and settlement of any litigation against Parent or its directors relating to this Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), unless such settlement involves no admission of liability and no restrictions or other obligations binding on Parent, Company or any Parent Subsidiary or Company Subsidiary other than the payment of money and the amount of such settlement shall be fully covered by insurance proceeds. (d) Each of the Company and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its SubsidiariesParent Subsidiary or Company Subsidiary, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any Action commenced or, to the Company’s Knowledge or Parent’s Knowledge, as applicable, threatened against, relating to or involving such Party or any Company Subsidiary or Parent Subsidiary, respectively, that relates to this Agreement, the Mergers or the other transactions contemplated by this Agreement and each Party shall keep the other Party reasonably informed regarding any such matters. The Company shall give Parent the opportunity to reasonably participate in the defense and settlement of any litigation against the Company, its directors or its officers relating to this Agreement, the Mergers and the transactions contemplated hereby, and no such settlement shall be agreed to without Parent’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent shall not be unreasonably withheld, conditioned or delayed. Parent shall give the Company the opportunity to reasonably participate in the defense and settlement of any litigation against Parent, its directors or its officers relating to this Agreement, the Mergers and the transactions contemplated hereby.

Notification of Certain Matters; Transaction Litigation. (a) The Company shall give prompt notice to Parent, and Parent Parties shall give prompt notice to the CompanyParent Parties, and the Parent Parties shall give prompt notice to the Company Parties, of any notice or other communication received by such Party party from any Governmental Authority in connection with this Agreement, any of the Mergers or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers or the other transactions contemplated by this Agreement. (b) Promptly after becoming awareThe Company Parties shall give prompt notice to the Parent Parties, and the Parent Parties shall give prompt notice to the Company shall give written notice to Parent, and Parent shall give written notice to CompanyParties, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, it would be reasonably expected to result in any of that the applicable closing conditions set forth in Article VIII not being capable would reasonably expected to be incapable of being satisfied by the Drop Dead Date; Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedAgreement; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties parties or the conditions to the obligations of the Parties parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parent, and Parent Parties shall give prompt notice to the CompanyParent Parties, and the Parent Parties shall give prompt notice to the Company Parties, if, to the Company’s Knowledge or Parent’s Knowledge, as applicableknowledge of such party, the occurrence of any state of facts facts, change, development, event or Event condition would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII herein not to be satisfied or satisfaction to be reasonably materially delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Company Parties or the Parent or their respective Representatives Parties to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c6.8(b) shall not constitute a breach of covenant for purposes of Section 8.2(b7.2(b) or ‎or Section 8.3(b7.3(b). (c) Each of the Company and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to Parent, and Parent Parties shall give prompt notice to the CompanyParent Parties, and the Parent Parties shall give prompt notice to the Company Parties, of any Action commenced or, to the Companysuch party’s Knowledge or Parent’s Knowledge, as applicableknowledge, threatened against, relating to or involving such Party party or any of the Company Subsidiary Subsidiaries or the Parent SubsidiarySubsidiaries, respectively, that relates which relate to this Agreement, the Mergers or the other transactions contemplated by this Agreement and each Party shall keep the other Party reasonably informed regarding any such mattersAgreement. The Company Parties shall give the Parent Parties the opportunity to reasonably participate in the defense and settlement of any stockholder litigation against the Company, its Company Parties and/or their directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without Parent’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Parent Parties shall give the Company Parties the opportunity to reasonably participate in the defense and settlement of any stockholder litigation against Parent, its the Parent Parties and/or their directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Notification of Certain Matters; Transaction Litigation. (a) The Company Each Party shall give prompt notice to Parent, and Parent shall give reasonably prompt notice to the Companyother Party of, of and keep the other Party reasonably informed on a current basis with respect to, any notice or other communication received by such Party from any Governmental Authority in connection with this Agreement, any of the Mergers Merger or the other transactions contemplated by this AgreementTransactions, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers Merger or the other transactions contemplated by this AgreementTransactions. (b) Promptly after becoming aware, the The Company shall give written prompt notice to ParentParent and Merger Sub, and Parent and Merger Sub shall give written prompt notice to the Company, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, that it would be reasonably expected reasonable to result in any of expect that the applicable closing conditions set forth in Article VIII not being capable would be incapable of being satisfied by the Drop Dead Date; Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedAgreement; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to ParentParent and Merger Sub, and Parent and Merger Sub shall give prompt notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicableof such Party, the occurrence of any state of facts facts, change, development, event or Event condition would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII herein not to be satisfied or satisfaction to be reasonably materially delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Company or Parent or their respective Representatives Merger Sub to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c7.7(b) shall not constitute a breach of covenant for purposes of Section 8.2(b) or Section 8.3(b). (c) Each of the Company and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to ParentParent and Merger Sub of, and keep Parent and Merger Sub reasonably informed on a current basis with respect to, and Parent and Merger Sub shall give prompt notice to the CompanyCompany of, of and keep the Company reasonably informed on a current basis with respect to, any Action or subpoena commenced or, to the Companysuch Party’s Knowledge or Parent’s Knowledge, as applicableknowledge, threatened against, relating to or involving such Party or any the Company Subsidiary Subsidiaries or Parent SubsidiarySubsidiaries, respectivelyas applicable, that relates which relate to this Agreement, the Mergers Merger or the other transactions contemplated by this Agreement and each Party shall keep the other Party reasonably informed regarding any such mattersTransactions. The Company shall give Parent and Merger Sub the opportunity to reasonably participate in (but not control), subject to a customary joint defense agreement, the defense and settlement of any shareholder litigation (including arbitration proceedings) against the Company, Company and/or its directors or its officers trustees relating to this Agreement, the Mergers and Merger or the transactions contemplated herebyother Transactions, and no such settlement shall be agreed to without Parent’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned or delayed). Parent and Merger Sub shall give the Company the opportunity to reasonably participate in (but not control), subject to a customary joint defense agreement, the defense and settlement of any shareholder litigation (including arbitration proceedings) against Parent, its directors Parent or its officers Merger Sub and/or their trustees relating to this Agreement, the Mergers Merger or the other Transactions, and no such settlement shall be agreed to without the transactions contemplated herebyCompany’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Notification of Certain Matters; Transaction Litigation. (a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any notice or other communication received by such Party from any Governmental Authority in connection with this Agreement, any of the Mergers or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers Merger or the other transactions contemplated by this Agreement. (b) Promptly after following becoming aware, the Company shall give written notice to Parent, and Parent shall give written prompt notice to Company, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, it would be reasonably expected to result in any of that the applicable closing conditions set forth in Article VIII would not being be capable of being satisfied by the Drop Drop-Dead Date; or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfied; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicable, the occurrence of any state of facts or Event would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII not to be satisfied or satisfaction to be reasonably delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Parent or their respective Representatives to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c7.11(b) shall not constitute a breach of covenant for purposes of Section 8.2(b) or Section 8.3(b) or Section 9.3(b)(i) or Section 9.3(c)(i). (c) Each of the Company and Parent agrees to give prompt written notice to the other Party upon becoming aware of the occurrence or impending occurrence of any Event relating to it or any of its Subsidiaries, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of any Action commenced or, to the Company’s Knowledge or Parent’s Knowledge, as applicable, threatened against, relating to or involving such Party or any Company Subsidiary or Parent Subsidiary, respectively, that relates to this Agreement, the Mergers or the other transactions contemplated by this Agreement and each Party shall keep the other Party reasonably informed regarding any such mattersAgreement. The Company shall give Parent the opportunity to reasonably participate in the defense and settlement of any litigation against the Company, Company and/or its directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without Parent’s prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned or delayed). Parent shall give the Company the opportunity to reasonably participate in the defense and settlement of any litigation against Parent, Parent and/or its directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby.

Notification of Certain Matters; Transaction Litigation. (a) The Company Each Party shall give prompt notice to Parent, and Parent shall give reasonably prompt notice to the Companyother Party of, of and keep the other Party reasonably informed on a current basis with respect to, any notice or other communication received by such Party from any Governmental Authority Entity in connection with this Agreement, any of the Mergers Merger or the other transactions contemplated by this Agreement, or from any Person alleging that the consent of such Person is or may be required in connection with any of the Mergers Merger or the other transactions contemplated by this Agreement. (b) Promptly after becoming aware, the The Company shall give written prompt notice to Parentthe Parent Parties, and the Parent Parties shall give written prompt notice to the Company, if (i) any representation or warranty made by it contained in this Agreement becomes untrue or inaccurate such that, if uncured, that it would be reasonably expected reasonable to result in any of expect that the applicable closing conditions set forth in Article VIII not being capable would be incapable of being satisfied by the Drop Dead Date; Outside Date or (ii) it fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that, if uncured, it would result in any of the applicable closing conditions set forth in Article VIII not to be satisfiedAgreement; provided, however, that no such notification (or failure to give such notification) shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parentthe Parent Parties, and the Parent Parties shall give prompt notice to the Company, if, to the Company’s Knowledge or Parent’s Knowledge, as applicableof such Party, the occurrence of any state of facts facts, change, development, event or Event condition would cause, or would reasonably be expected to cause, any of the conditions to Closing set forth in Article VIII herein not to be satisfied or satisfaction to be reasonably materially delayed. Notwithstanding anything to the contrary in this Agreement, the failure by the Company, Company or the Parent or their respective Representatives Parties to provide such prompt notice under Section 7.10(a), this Section 7.10(b) or Section 7.10(c7.3(b) shall not constitute a breach of covenant for purposes of Section 8.2(b) or Section 8.3(b). (c) Each of the Company and Parent agrees Parties agree to give prompt written notice to the other Party Parties upon becoming aware of the occurrence or impending occurrence of any Event event or circumstance relating to it or any of its Subsidiariesthe other Company Entities or the other Parent Entities, respectively, which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be. (d) The Company shall give prompt notice to ParentParent of and keep Parent reasonably informed on a current basis with respect to, and the Parent Parties shall give prompt notice to the CompanyCompany of and keep the Company reasonably informed on a current basis with respect to, of any Action claim, action, suit, charge, demand, inquiry, subpoena, proceeding, arbitration, mediation or other investigation commenced or, to the Company’s Knowledge or Parent’s Knowledge, as applicablesuch Party's knowledge, threatened against, relating to or involving such Party or any of the other Company Subsidiary Entities or the other Parent SubsidiaryEntities, respectively, that relates which relate to this Agreement, the Mergers Merger or the other transactions contemplated by this Agreement and each Party shall keep the other Party reasonably informed regarding any such mattersTransactions. The Company shall give the Parent Parties the opportunity to reasonably participate in (but not control), subject to a customary joint defense agreement, the defense and settlement of any stockholder litigation (including arbitration proceedings) against the Company, Company and/or its directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without Parent’s 's prior written consent; provided, however, that, with respect to any such settlement that only requires payment of monetary amounts by the Company, such consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Parent Parties shall give the Company the opportunity to reasonably participate in (but not control), subject to a customary joint defense agreement, the defense and settlement of any stockholder litigation (including arbitration proceedings) against Parent, its the Parent Parties and/or their directors or its officers relating to this Agreement, the Mergers Agreement and the transactions contemplated hereby, and no such settlement shall be agreed to without the Company's prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).