Common use of Notification of Certain Matters Clause in Contracts

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i1) the occurrence or non-occurrence of any eventevent known to it which would reasonably be expected to, individually or in the occurrence aggregate, (A) have a Material Adverse Effect on it or non-occurrence of which is likely to (B) cause any representation or warranty of the Company and Parent, respectively, contained condition set forth in this Agreement Article VI to be untrue or inaccurate unsatisfied in any material respect at or any time prior to the Effective Time and Time; or (ii2) any failure action, suit, proceeding, inquiry or investigation pending or, to the knowledge of the Company Company, threatened which questions or Parent, as challenges the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereundervalidity of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.8 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice nor shall the party giving such notice be prejudiced with respect to any such matters solely by virtue of having given such notice.

Notification of Certain Matters. The Company shall give provide prompt notice to ParentParent and Acquisition, and Parent and Acquisition shall give provide prompt notice to the Company, of (i) the occurrence or non-occurrence nonoccurrence of any event, event the occurrence or non-occurrence nonoccurrence of which is has caused or would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be become untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentAcquisition, as the case may be, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.10 shall not cure such breach or non-compliance or limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of (i) any event, event the occurrence or non-occurrence of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (ii) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 4.5 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company Company, Parent or Parentthe Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.7 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentSub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.7 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence nonoccurrence of any event, event the occurrence or non-occurrence nonoccurrence of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be materially untrue or inaccurate at inaccurate, or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentAcquisition Sub, as the case may be, materially to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parentthe Parent and the Sub, and the Parent or the Sub, as the case may be, shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence occurrence, of any event, event the occurrence or non-occurrence effect of which is likely to cause any representation or warranty of the Company and Parent, respectively, such party contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company or Parent, as the case may be, such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.08 shall not limit or otherwise affect any the remedies available hereunder to any of the party parties receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence of any eventevent the occurrence, the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company Company, Parent or ParentPurchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.10 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.8 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt ------------------------------- notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company or the Principal Shareholders and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.14 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, and the Company shall give prompt notice to Parent, of (i) the occurrence or non-occurrence nonoccurrence of any event, event the occurrence or non-occurrence nonoccurrence of which is would be likely to cause (x) any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior (y) any covenant, condition or agreement contained in this Agreement not to the Effective Time be complied with or satisfied and (ii) any failure of Parent or the Company or ParentCompany, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 6.02 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is likely reasonably could be expected to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (iib) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 7.08 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence nonoccurrence of any event, event the occurrence or non-occurrence nonoccurrence of which is has caused or would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement by such first party to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company or Parent, as the case may be, by such first party to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.8 shall not cure such breach or non-compliance or limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence of any eventevent the occurrence, the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.8 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to will cause any representation or warranty of the Company and or Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (iib) any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.7 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt written notice to Parent, and Parent shall give prompt written notice to the Company, of (i) the occurrence occurrence, or non-occurrence nonoccurrence, of any eventevent the occurrence, the occurrence or non-occurrence nonoccurrence, of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement herein to be untrue or inaccurate in any material respect at or prior to the Effective Time Date and (ii) any material failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 7.7 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of event which is likely to cause any representation or warranty of the Company and ParentParent or Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentMerger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.10 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-non- occurrence of which is likely to cause causes any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect, and (ii) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 6.08 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder or under any Ancillary Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.13 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-non- occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder or under any Ancillary Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.11 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 6.9 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company Company, Parent or Parentthe Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedPROVIDED, howeverHOWEVER, that the delivery of any notice pursuant to this Section 5.9 5.7 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of of: (i) the occurrence occurrence, or non-occurrence nonoccurrence, of any eventevent the occurrence, the occurrence or non-occurrence nonoccurrence, of which is would be reasonably likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and Time; and (ii) any material failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition condition, or agreement to be complied with or satisfied by it hereunder; , provided, however, that the delivery of any notice pursuant to this Section 5.9 5.05 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is likely could reasonably be expected to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (iib) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 9.03 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-non- occurrence of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 6.5 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of and the Company shall give prompt notice to Parent, of: (i) the occurrence occurrence, or non-occurrence of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is would be reasonably likely to cause (x) any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect, and (ii) any the failure of the Company or Parent, as the case may be, Parent to comply with in any material respect or satisfy in any material respect any covenant, condition or agreement of such entity to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 6.9 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company Company, Parent or Parentthe Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.8 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence nonoccurrence, of any event, the occurrence or non-occurrence of event which is would be reasonably likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (ii) any failure of the Company by such party (or ParentPurchaser, as in the case may be, of Parent) in any material respect to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.2 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentMerger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the 42 49 delivery of any notice pursuant to this Section 5.9 6.4 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company Company, Parent or Parentthe Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is likely could reasonably be expected to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (iib) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, to comply in any material respect with or satisfy in any covenant, condition material respect any covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 6.08 shall not limit or otherwise affect any the remedies available hereunder to the party giving or receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall use its reasonable best efforts to give prompt notice to the Company, of and the Company shall use its reasonable best efforts to give prompt notice to Parent, of: (i) the occurrence occurrence, or non-occurrence nonoccurrence, of any event, the occurrence or non-occurrence event of which it is aware and which would be reasonably likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at in any material respect, or prior to the Effective Time and (ii) any failure of Parent or the Company or ParentCompany, as the case may be, to comply in a timely manner with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence nonoccurrence of any event, event the occurrence or non-occurrence nonoccurrence of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be materially untrue or inaccurate at inaccurate, or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentAcquisition, as the case may be, materially to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any notice or other communication from any third party (other than parties to investment advisory agreements) alleging that the consent of such third party is or may be required in connection with the transactions 39 contemplated by this Agreement, or (ii) the failure or prospective failure to satisfy any condition to the consummation of the transactions contemplated by this Agreement set out in Article VII hereof, or the occurrence or non-occurrence of any event, event which would permit the occurrence or non-occurrence termination of which is likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderAgreement; provided, however, that the delivery of any notice pursuant to this Section 5.9 6.11 shall not cure such non-compliance or limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt written notice to the Parent, and the Parent shall give prompt written notice to the Company, of (ia) the occurrence, or nonoccurrence, of any event the occurrence or non-occurrence of any event, the occurrence or non-occurrence nonoccurrence of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, such party contained in this Agreement herein to be untrue or inaccurate in any material respect at or prior to the Effective Time Date and (iib) any material failure of the Company or the Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.12 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence nonoccurrence, of any eventevent the occurrence, the occurrence or non-occurrence nonoccurrence, of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.06 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is likely reasonably could be expected to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (iib) any failure of the Company Company, Parent or ParentMerger Sub, as the case may be, to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 7.07 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence nonoccurrence of any event, event the occurrence or non-occurrence nonoccurrence of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be become materially untrue or inaccurate at inaccurate, or prior to the Effective Time and (ii) any failure of the Company or Parent, as the case may be, materially to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 shall not limit or otherwise affect any the remedies available hereunder to Parent or Merger Sub; and provided further that failure to give such notice shall not be treated as a breach of covenant for the party receiving purposes of Section 6.2(b) unless the failure to give such noticenotice results in material prejudice to Parent or Merger Sub.

Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company and Parent, respectively, made by it contained in this Agreement to be becoming untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentMerger Sub, as the case may be, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement, such that, (A) in the case of the Company, the conditions set forth in Section 6.2(a) or Section 6.2(b) would not be satisfied or (B) in the case of Parent or Merger Sub, the conditions set forth in Section 6.3(a) or Section 6.3(b) would not be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.7 shall not limit or otherwise affect any the remedies available hereunder to any of the party parties sending or receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence nonoccurrence, of any eventevent the occurrence, the occurrence or non-occurrence nonoccurrence, of which is likely to cause causes any representation of its respective representations or warranty of the Company and Parent, respectively, warranties contained in this Agreement to be materially untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company or Parent, as the case may be, to comply with or satisfy in any covenantmaterial respect any of its respective covenants, condition conditions or agreement agreements required to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 6.5 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such noticenotice and this Section 6.5 will not constitute a covenant, obligation or agreement for purposes of Article VIII hereof.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to cause causes any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect, and (ii) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 6.07 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentMerger Sub, as the case may be, materially to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence nonoccurrence of any event, event the occurrence or non-occurrence nonoccurrence of which is likely would reasonably be expected to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be materially untrue or inaccurate at inaccurate, or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentAcquisition, as the case may be, materially to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 4.14 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of of: (ia) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is likely reasonably could be expected to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and in any material respect; and (iib) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 6.9 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give provide prompt notice to ParentParent and Acquisition, and Parent and Acquisition shall give provide prompt notice to the Company, of (i) the occurrence or non-occurrence nonoccurrence of any event, event the occurrence or non-occurrence nonoccurrence of which is has caused or would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be become untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentAcquisition, as the case may be, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.10 shall not cure such breach or non-compliance or limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder or under any Ancillary Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.11 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is likely reasonably could be expected to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (iib) any failure of the Company Company, Parent or ParentMerger Sub, as the case may be, to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 6.07 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of of: (ia) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is likely could reasonably be expected to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and in any material respect; and (iib) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, to comply in any material respect with or satisfy in any covenant, condition material respect any covenant or agreement to be complied with or satisfied by it hereunder; provided. However, however, that the delivery of any notice pursuant to this Section 5.9 6.08 shall not limit or otherwise affect any the remedies available hereunder to the party giving or receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence of any eventevent the occurrence, the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.11 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence nonoccurrence, of any event, the occurrence or non-occurrence of event which is would be reasonably likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (ii) any failure of the Company by such party (or ParentPurchaser, as in the case may be, of Parent) in any material respect to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 6.2 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence nonoccurrence, of any eventevent the occurrence, the occurrence or non-occurrence nonoccurrence, of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be materially untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentMerger Sub, as the case may be, to comply with or satisfy in any material respect any covenant, condition or agreement required to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.5 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice; and provided further that this Section 5.5 shall not constitute an obligation, covenant or agreement for purposes of Article VIII.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) the occurrence occurrence, or non-occurrence occurrence, of any event, event the occurrence or non-occurrence of which is likely reasonably would reasonably be expected to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (iib) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, to comply with or satisfy any covenant, condition covenant or agreement required to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 7.07 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of (i) any event, event the occurrence or non-occurrence of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (ii) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 6.9 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence nonoccurrence of any event, event the occurrence or non-occurrence nonoccurrence of which is has caused or would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement by such first party to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company or Parent, as the case may be, by such first party to comply with or satisfy in any covenant, material respect any covenant condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.8 shall not cure such breach or non-compliance or limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to the Parent, and the Parent shall give prompt notice to the Company, of (ia) the occurrence occurrence, or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (iib) any material failure of the Company or the Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.6 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, such that the conditions set forth in Section 6.2(a) or (b) or Section 6.3(a) or (b) would not be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.10 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is could be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (ii) any failure of the Company Company, Parent or ParentSub, as the case may be, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedPROVIDED, howeverHOWEVER, that the delivery of any notice pursuant to this Section 5.9 5.7 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give ------------------------------- prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-non- occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company Company, Parent or Parentthe Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.7 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company or Parent and ParentSub, respectivelyas the case may be, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (iib) any material failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.10 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, in each case, upon its discovery of (ia) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is likely reasonably could be expected to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (iib) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 7.08 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company and ParentCompany, Parent or Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company Company, its Subsidiaries or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 6.11 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.; provided further that this Section 6.11 shall not constitute a covenant or agreement for the purpose of clause (c) or (d) of Annex A.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence nonoccurrence of any event, event the occurrence or non-occurrence nonoccurrence of which is likely would reasonably be expected to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be materially untrue or inaccurate at inaccurate, or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentMerger Sub, as the case may be, materially to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt written notice to the Parent, and the Parent shall give prompt written notice to the Company, of (ia) the occurrence occurrence, or non-occurrence nonoccurrence, of any eventevent the occurrence, the occurrence or non-occurrence nonoccurrence, of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement herein to be untrue or inaccurate in any material respect at or prior to the Effective Time Date and (iib) any material failure of the Company or the Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.13 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder or under any Ancillary Agreement; providedPROVIDED, howeverHOWEVER, that the delivery of any notice pursuant to this Section 5.9 6.9 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) the occurrence occurrence, or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be 65 untrue or inaccurate in any material respect at or prior to the Effective Time and (iib) any material failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedPROVIDED, howeverHOWEVER, that the delivery of any notice pursuant to this Section 5.9 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (ii) any failure of the Company Company, Parent or ParentSub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.06 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, Company of (i) the occurrence or non-occurrence of any event, event the occurrence or non-non- occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, such party contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company or Parent, as the case may be, such party to comply with or satisfy any covenant, condition or agreement of such party to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 6.08 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company and or Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.7 shall not act as a waiver of or limit or otherwise affect any remedies available to the party receiving such noticenotice by virtue of the events or circumstances referenced in such notice nor act as an admission of breach of any provision of this Agreement.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company and ParentCompany, Parent or Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time Closing Date and (iib) any failure of the Company Company, Parent or ParentMerger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any 55 61 notice pursuant to this Section 5.9 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, and the Company shall give prompt notice to Parent, of (i) the occurrence or non-occurrence nonoccurrence of any event, event the occurrence or non-occurrence nonoccurrence of which is would be likely to cause (A) any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior (B) any covenant, condition or agreement contained in this Agreement not to the Effective Time be complied with or satisfied and (ii) any failure of Parent or the Company or ParentCompany, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.02 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company and Parent, respectively, or Parent contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time Closing and (iib) any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.8 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time Time, and (ii) any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the . The delivery of any notice pursuant to this Section 5.9 shall not limit or otherwise affect any remedies available to the party receiving such noticenotice and will not limit Company's ability to correct or resolve such inaccuracy or to cure such failure by the Effective Time.

Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, promptly upon becoming aware of (ia) the occurrence any occurrence, or non-occurrence failure to occur, of any event, the which occurrence or non-occurrence of which failure to occur has caused or is reasonably likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or any time after the date hereof and prior to the Effective Time and (iib) any material failure of the Company or Parent, as the case may be, on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, provided that the delivery of any notice pursuant to this Section 5.9 6.11 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence of any eventevent the occurrence, the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, made by such entity contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (ii) any material failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 4.2(k) shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall ------------------------------- give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence nonoccurrence, of any eventevent the occurrence, the occurrence or non-occurrence nonoccurrence, of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to -------- ------- this Section 5.9 5.06 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice ------------------------------- to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.13 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence of any eventevent the occur rence, the occurrence or non-occurrence of which is likely to would cause any representation repre sentation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedPROVIDED, howeverHOWEVER, that the delivery of any notice pursuant to this Section 5.9 5.12 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to the Parent, and the Parent and the Merger Sub shall give prompt notice to the Company, promptly upon becoming aware of (ia) the occurrence any occurrence, or non-occurrence failure to occur, of any event, the which occurrence or non-occurrence of which is likely failure to occur has caused or could reasonably be expected to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or any time after the date hereof and prior to the Effective Time and (iib) any material failure of the Company or Parent, as the case may be, on its part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, provided that the delivery of any notice pursuant to this Section 5.9 5.7 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any 46 representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of event which is likely to cause any representation or warranty of the Company and ParentParent or Merger Sub, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any failure of the Company or Parent, as the case may be, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Notification of Certain Matters. The Each of Parent and the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, other party of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement made by such party to be untrue or inaccurate at or prior to the Effective Time or which, with notice or lapse of time or both, would become a default hereunder, and (ii) any material failure of the Company or Parent, as the case may be, such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.1(f) shall not limit or otherwise affect any the remedies available hereunder to the party receiving such noticeany party.

Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time completion of the Offer and (ii) any material failure of the Company Company, Parent or Parentthe Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.7 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice. If requested by Parent, the Company shall confirm the satisfaction of the condition to the Offer set forth in paragraph (f) of Annex A hereto.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is likely reasonably could be expected to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (iib) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; providedPROVIDED, howeverHOWEVER, that the delivery of any notice pursuant to this Section 5.9 7.04 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is likely reasonably could be expected to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (iib) any failure of the Company Company, Parent or ParentMerger Sub, as the case may be, to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.06 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall ------------------------------- give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the -------- ------- delivery of any notice pursuant to this Section 5.9 5.4 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to ParentParent or Acquisition, and Parent or Acquisition shall give prompt notice to the Company, as the case may be, of (i) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the respective occurrence, the occurrence or non-occurrence occurrence, of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, condition contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time unsatisfied and (ii) any failure of the Company Company, Parent or ParentAcquisition, as the case may be, to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunderunder this Agreement; provided, howeverPROVIDED, that the delivery of any notice pursuant to this Section 5.9 6.5 shall not limit or otherwise affect any remedies available under this Agreement to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.11 shall not limit or otherwise affect any remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall will give prompt written notice to the Parent, and the Parent shall will give prompt written notice to the Company, of (ia) the occurrence occurrence, or non-occurrence nonoccurrence, of any eventevent the occurrence, the occurrence or non-occurrence nonoccurrence, of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement herein to be untrue or inaccurate in any material respect at or prior to the Effective Time Date and (iib) any material failure of the Company or the Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 shall 6.14 will not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 6.08 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to cause causes any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (ii) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 6.08 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-non- occurrence of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentSub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.7 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall will give prompt notice ------------------------------- to Parent, and Parent shall will give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company and or Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time Closing Date and (ii) any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 shall 5.6 will not limit or otherwise affect any remedies available to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-non- occurrence of which is would be likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company Company, Parent or ParentPurchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 6.9 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall use its reasonable best efforts to give prompt notice to the Company, of and the Company shall use its reasonable best efforts to give prompt notice to Parent, of: (i) the occurrence occurrence, or non-occurrence nonoccurrence, of any event, the occurrence or non-occurrence event of which it is aware and which would be reasonably likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at in any material respect, or prior to the Effective Time and (ii) any failure of Parent or the Company or ParentCompany, as the case may be, to comply in a timely manner with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 6.8 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (ia) the occurrence occurrence, or non-occurrence occurrence, of any eventevent the occurrence, the occurrence or non-occurrence occurrence, of which is likely could reasonably be expected to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time in any material respect and (iib) any failure of the Company Company, Parent or ParentMerger Sub, as the case may be, to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; providedPROVIDED, howeverHOWEVER, that the delivery of any notice pursuant to this Section 5.9 6.07 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Company shall give prompt notice to Parent, Parent and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely to would cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any material failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder or under any Ancillary Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.9 5.15 shall not limit or otherwise affect any the remedies available hereunder to the party receiving such notice.