Common use of Notification of Certain Matters Clause in Contracts

Notification of Certain Matters. During the period following the date hereof until the earlier of the Closing Date and the termination of this Agreement pursuant to its terms, each of Seller and Purchaser shall give prompt notice to the other party upon receiving Knowledge of (a) any notices, complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities with respect to the transactions contemplated hereby or by the Ancillary Agreements, (b) any written notices or other written communications from any third Persons alleging that the consent of such Person is or may be required with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated by this Agreement, or (d) any material event, development, or occurrence that would reasonably be expected to give rise to a failure of a condition precedent set forth in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements of the parties herein or the conditions to the obligations of the parties hereunder or constitute, in and of itself, a breach giving rise to the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfied.

Notification of Certain Matters. (a) During the period following the date hereof until the earlier of the Pre-Closing Date and the termination of this Agreement pursuant to its termsPeriod, each of Seller and Purchaser Party shall give prompt notice to the other party upon receiving Knowledge Party of (ai) any noticesfact, complaintsevent or circumstance known to such Party that individually or taken together with all other facts, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities with respect events and circumstances known to the transactions contemplated hereby or by the Ancillary Agreementssuch Party, (b) any written notices or other written communications from any third Persons alleging that the consent of such Person is or may be required with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated by this Agreementhas had, or (d) any material event, development, or occurrence that would reasonably be expected to give rise have, individually or in the aggregate, a Business Material Adverse Effect (with respect to Seller) or a failure Buyer Material Adverse Effect (with respect to Buyer), as the case may be, or would cause or constitute a breach of a condition precedent set forth in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation any of the transactions contemplated by this Agreement; provided, however, that without prejudice to Purchasersuch Party’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements of the parties herein or the conditions to the obligations of the parties hereunder or constitutecontained herein, in and of itself, a breach giving rise to (ii) the failure of a any condition precedent to such other Party’s obligations hereunder or any occurrence which, to the Closing Knowledge of Seller or the Knowledge of Buyer, as applicable, is reasonably likely to result in any of the conditions set forth in Article IX. For informational purposes onlyIX becoming incapable of being satisfied, upon Purchaser’s reasonable request(iii) any written notice or other written communication received by such Party from any third party alleging that the consent of such third party is or may be required in connection with the consummation of the Transactions, Seller shall use its commercially reasonable efforts to supplement (iv) any written notice or amend in writing other written communication from any Governmental Body received by such Party regarding the Seller Disclosure Letter with respect to consummation of the Transactions, or (v) the commencement of any matter, event, circumstance or condition which was required (orLegal Proceeding against such Party that, if occurring before, or existing and known at, pending on the date of this Agreement, would have been requiredrequired to have been disclosed pursuant to Section 5.11 (with respect to Seller) or Section 6.6 (with respect to Buyer), as the case may be; provided, however, that (A) the delivery of any notice pursuant to this Section 7.3(a) shall not limit or otherwise affect any remedies available to the other Party, and (B) disclosure by Seller shall not be set forth deemed to amend or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of supplement the Seller Disclosure Letter. For claritySchedule or prevent or cure any misrepresentation, breach of warranty or breach of covenant. (b) Notwithstanding anything to the contrary herein, neither Party’s failure to give notice of any such supplemental occurrence as required pursuant to Section 7.3(a) shall be (i) deemed to be a breach of the covenant contained in Section 7.3(a), but instead shall (if applicable) constitute only a breach of the applicable underlying representation, warranty, covenant or amended disclosureagreement, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be (ii) taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of in determining whether or not the conditions to Closing set forth in Section 9.02 Article IX have been satisfied.

Notification of Certain Matters. During (a) At all times during the period following commencing on the date hereof of this Agreement and continuing until the earlier to occur of (x) the Closing Date and date of the termination of this Agreement in accordance with its terms and (y) the Effective Time, the Company shall give prompt notice to Parent and Merger Sub upon becoming aware that any representation or warranty made by it in this Agreement has become untrue or inaccurate in any material respect, or of any failure of the Company 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, in any such case if and only to the extent that such untruth or inaccuracy, or such failure, would reasonably be expected to cause any of the conditions to the obligations of Parent and Merger Sub to consummate the Offer or the Merger to fail to be satisfied; provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the Parties hereunder or update any section of the Disclosure Letter; and provided further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.12(a). (b) At all times during the period commencing on the date of this Agreement and continuing until the earlier to occur of (x) the date of the termination of this Agreement in accordance with its termsterms and (y) the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Merger Sub 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, in any such case if and only to the extent that such untruth or inaccuracy, or such failure, would reasonably be expected to prevent the consummation of the transactions contemplated by this Agreement, including the Offer and the Merger, from occurring on or prior to the End Date; provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 5.12(b). (c) At all times during the period commencing on the date of this Agreement and continuing until the earlier to occur of (x) the date of the termination of this Agreement in accordance with its terms and (y) the Effective Time, each of Seller the Company and Purchaser Parent shall give prompt notice to the other party upon receiving Knowledge of (a) any notices, complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities with respect to the transactions contemplated hereby or by the Ancillary Agreements, (bi) any written notices or other written communications notice from any third Persons Person alleging that the approval or consent of such Person is or may be required in connection with respect the Offer, the Merger or the other transactions contemplated by this Agreement, (ii) any written notice or other communication from any Governmental Authority in connection with the Offer, the Merger or the other transactions contemplated by this Agreement, and (iii) any Action commenced or, to the transactions contemplated hereby Knowledge of the Company or by the Ancillary Agreementsknowledge of Parent, (c) threatened, against, relating to or involving or otherwise affecting the institution of any material Action involving Seller Company or any of its Subsidiaries or Purchaser Parent or any of its Subsidiaries Subsidiaries, as the case may be, that relates, in each case, relate to the transactions contemplated by this AgreementOffer, the Merger or (d) any material event, development, or occurrence that would reasonably be expected to give rise to a failure of a condition precedent set forth in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation of the other transactions contemplated by this Agreement; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements be deemed to modify any representation or warranty of the parties herein any Party set forth in this Agreement or the conditions to the obligations of the parties Parties to consummate the transactions contemplated by this Agreement or the remedies available to the Parties hereunder or constituteupdate any section of the Disclosure Letter; and provided further, in that the terms and conditions of itself, a breach giving rise to the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller Confidentiality Agreement shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect apply to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach information provided pursuant to this Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfied5.12(c).

Notification of Certain Matters. During the period following the date hereof until the earlier of the Closing Date and the termination of this Agreement pursuant (a) The Company agrees to its terms, each of Seller and Purchaser shall give prompt notice to the other party upon receiving Knowledge Parent and Merger Sub of (a) any notices, complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities with respect to the transactions contemplated hereby or by the Ancillary Agreements, (bi) any written notices or other written communications notice received from any third Persons Person alleging that the consent of such Person is or may be required in connection with respect to the transactions contemplated hereby or by the Ancillary AgreementsTransactions, (cii) any written notice from any Governmental Authority in connection with the institution of Transactions, (iii) any material Action actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving Seller or otherwise affecting the Company or any of its Subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any Section of this Agreement or Purchaser that relate to the consummation of the Transactions, (iv) any inaccuracy of any representation or warranty of the Company contained in this Agreement at any time during the term hereof that could reasonably be expected to cause any Offer Condition not to be satisfied, or (v) any failure of the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder if such failure to comply or satisfy could reasonably be expected to cause any Offer Condition not to be satisfied. (b) Each of Parent and Merger Sub agrees to give prompt notice to the Company of (i) any written notice received from any Person alleging that the consent of such Person is required in connection with the Transactions, (ii) any written notice from any Governmental Authority in connection with the Transactions, (iii) any actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting Parent or any of its Subsidiaries that relatesthat, in each case, to if pending on the transactions contemplated by date of this Agreement, would have been required to have been disclosed pursuant to any Section of this Agreement or that relate to the consummation of the Transactions, (div) any material event, development, inaccuracy of any representation or occurrence warranty of Parent or Merger Sub contained in this Agreement at any time during the term hereof that would could reasonably be expected to give rise cause any Offer Condition not to a be satisfied, or (v) any failure of a Parent or Merger Sub to comply with or satisfy any covenant, condition precedent set forth in Article IX or that would otherwise agreement to be complied with or satisfied by it hereunder if such failure to comply or satisfy could reasonably be expected to prevent cause any Offer Condition not to be satisfied. (c) In no event shall the delivery of any notice by a party pursuant to this Section 6.6 limit or materially delay the consummation of the transactions contemplated by this Agreement; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties herein or the conditions to the obligations of the parties hereunder or constitute, in and of itself, a breach giving rise to the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of under this Agreement, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfied.

Notification of Certain Matters. During the period following the date hereof of the Original Agreement until the earlier of the Closing Date and the termination of this Amended Agreement pursuant to its terms, each of Seller and Purchaser shall give prompt notice to the other party upon receiving Knowledge of (a) any notices, complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities with respect to the transactions contemplated hereby or by the Ancillary Agreements, (b) any written notices or other written communications from any third Persons alleging that the consent of such Person is or may be required with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated by this Amended Agreement, or (d) any material event, development, or occurrence that would reasonably be expected to give rise to a failure of a condition precedent set forth in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Amended Agreement; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements of the parties herein or the conditions to the obligations of the parties hereunder or constitute, in and of itself, a breach giving rise to the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this the Original Agreement, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfied.

Notification of Certain Matters. During (a) Subject to applicable Law and the instructions of any Governmental Authority, each of the Company and Parent shall keep the other reasonably apprised of the status of matters relating to completion of the transactions contemplated hereby, including (subject to any confidentiality obligations) promptly furnishing the other with copies of notices or other communications received by Parent or the Company, as the case may be, or any of their Subsidiaries, from any Governmental Authority with respect to such transactions. (b) Without limiting the generality of ‎Section 7.6(a) above, at all times during the period following commencing with the date hereof execution and delivery of this Agreement and continuing until the earlier to occur of the Closing Date and the termination of this Agreement pursuant to its terms‎Article IX and the Effective Time, each of Seller and Purchaser the Company shall give prompt notice to the other party Parent and Merger Sub upon receiving Knowledge of becoming aware (ai) that any noticesrepresentation or warranty made by it in this Agreement or any Ancillary Agreement that is qualified as to materiality has become untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, complaints, investigations or hearings (or communications indicating that the same may be contemplatedii) of any Governmental Authorities failure of the Company to comply with or satisfy in any material respect any covenant, condition or agreement to the transactions contemplated hereby be complied with or satisfied by the it under this Agreement or any Ancillary AgreementsAgreement, and (biii) any written notices notice or other written communications communication from any third Persons Person alleging that the consent of such Person is or may be required in connection with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated by this Agreement, or (d) any material event, development, or occurrence that would reasonably be expected to give rise to a failure of a condition precedent set forth in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreementhereby; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties herein hereunder; and provided further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this ‎Section 7.6(b). (c) Without limiting the generality of ‎Section 7.6(a) above, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to ‎Article IX and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware (i) that any representation or warranty made by Parent or Merger Sub in this Agreement or any Ancillary Agreement that is qualified as to materiality has become untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, (ii) of any failure of Parent or Merger Sub 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 or any Ancillary Agreement, in any such case if and only to the extent that such untruth or inaccuracy, or such failure, could reasonably be expected to cause any of the conditions to the obligations of the Company to consummate the transaction contemplated hereby set forth in ‎Section 8.3(a) or ‎(b) to fail to be satisfied at the Closing, and (iii) any written notice or other written communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby; provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the parties hereunder Company to consummate the transactions contemplated by this Agreement or constitute, in and of itself, a breach giving rise the remedies available to the failure parties hereunder; and provided further, that the terms and conditions of a condition the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this ‎Section 7.6(c). (d) The Company shall promptly advise Parent orally and in writing of any change or event that has or could reasonably be expected to have a Company Material Adverse Effect. Each of the Company and Parent shall promptly advise the other party orally or in writing of any change or event that has or could reasonably be expected to cause any of the conditions to Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) ‎Article VIII not to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of satisfied by the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfiedOutside Date.

Notification of Certain Matters. During (a) At all times during the period following commencing with the date hereof execution and delivery of this Agreement and continuing until the earlier to occur of the Closing Date and the termination of this Agreement pursuant to its termsArticle X and the Acceptance Time, each the Company shall give prompt notice to Parent and Merger Sub upon becoming aware that any representation or warranty made by it in this Agreement has become untrue or inaccurate in any material respect, or of Seller any failure of the Company 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, in any such case if and Purchaser only to the extent that such untruth or inaccuracy, or such failure, would reasonably be expected to cause any of the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated hereby set forth in paragraphs (C)(2) and (C)(3) of Annex A to fail to be satisfied at the then scheduled expiration of the Offer; provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 8.5(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X and the Acceptance Time, Parent shall give prompt notice to the other party Company upon receiving Knowledge of (a) becoming aware that any noticesrepresentation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities failure of Parent or Merger Sub to comply with respect to the transactions contemplated hereby or by the Ancillary Agreements, (b) any written notices or other written communications from any third Persons alleging that the consent of such Person is or may be required with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of satisfy in any material Action involving Seller respect any covenant, condition or any of its Subsidiaries agreement to be complied with or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated satisfied by it under this Agreement, in any such case if and only to the extent that such untruth or (d) any material event, developmentinaccuracy, or occurrence that such failure, would reasonably be expected to give rise to a failure of a condition precedent set forth in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement (including the Offer and the Merger) or the ability of Parent and Merger Sub to fully perform their respective covenants and obligations under this Agreement; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements be deemed to modify any representation or warranty of the parties herein Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the parties hereunder Company to consummate the transactions contemplated by this Agreement or constitute, in and of itself, a breach giving rise the remedies available to the failure parties hereunder; and provided further, that the terms and conditions of a condition the Confidentiality Agreement shall apply to any information provided to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach Company pursuant to this Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfied8.5(b).

Notification of Certain Matters. During (a) At all times during the period following commencing with the date hereof execution and delivery of this Agreement and continuing until the earlier to occur of the Closing Date and the termination of this Agreement pursuant to its termsArticle IX and the Acceptance Time, each the Company shall give prompt notice to Parent and Acquisition Sub upon becoming aware that any representation or warranty made by it in this Agreement has become untrue or inaccurate in any material respect, or of Seller any failure of the Company 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, in any such case if and Purchaser only to the extent that such untruth or inaccuracy, or such failure, would reasonably be expected to cause any of the conditions to the obligations of Parent and Acquisition Sub to consummate the transactions contemplated hereby set forth in paragraphs (C)(2) and (C)(3) of Annex A to fail to be satisfied at the then scheduled expiration of the Offer; provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Acquisition Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 7.13(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Time, Parent shall give prompt notice to the other party Company upon receiving Knowledge of (a) becoming aware that any noticesrepresentation or warranty made by Parent or Acquisition Sub in this Agreement has become untrue or inaccurate in any material respect, complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities failure of Parent or Acquisition Sub 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, in any such case if and only to the transactions contemplated hereby extent that such untruth or by inaccuracy, or such failure, would reasonably be expected to prevent, materially delay or materially impair the Ancillary Agreements, (b) any written notices or other written communications from any third Persons alleging that ability of Parent and Acquisition Sub to consummate the consent of such Person is or may be required with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to Merger and the transactions contemplated by this Agreement, Agreement (including the Offer and the Merger) or (d) any material event, development, or occurrence that would reasonably be expected the ability of Parent and Acquisition Sub to give rise to a failure of a condition precedent set forth in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by fully perform their respective covenants and obligations under this Agreement; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements be deemed to modify any representation or warranty of the parties herein Parent or Acquisition Sub set forth in this Agreement or the conditions to the obligations of the parties hereunder Company to consummate the transactions contemplated by this Agreement or constitute, in and of itself, a breach giving rise the remedies available to the failure parties hereunder; and provided further, that the terms and conditions of a condition the Confidentiality Agreement shall apply to any information provided to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach Company pursuant to this Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfied7.13(b).

Notification of Certain Matters. During (a) At all times during the period following commencing on the date hereof of this Agreement and continuing until the earlier to occur of the Closing Date and the termination of this Agreement pursuant to its termsArticle IX and the Acceptance Time, each the Company shall give prompt notice to LKQ, Parent and Acquisition Sub upon becoming aware that any representation or warranty made by it in this Agreement has become untrue or inaccurate in any material respect, or of Seller any failure of the Company to comply with or satisfy in any material respect any covenant or agreement to be complied with or any condition to be satisfied by it under this Agreement, in any such case if and Purchaser only to the extent that such untruth or inaccuracy, or such failure, would reasonably be expected to cause any of the conditions to the obligations of LKQ, Parent and Acquisition Sub to consummate the transactions contemplated hereby set forth in paragraphs (B)(2) and (B)(3) of Annex A to fail to be satisfied at the then scheduled expiration of the Offer; provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of LKQ, Parent and Acquisition Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to LKQ, Parent or Acquisition Sub pursuant to this Section 7.12(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Effective Time, LKQ and Parent shall give prompt notice to the other party Company upon receiving Knowledge of (a) becoming aware that any noticesrepresentation or warranty made by LKQ, complaintsParent or Acquisition Sub in this Agreement has become untrue or inaccurate in any material respect, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities failure of LKQ, Parent or Acquisition Sub 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, in any such case if and only to the transactions contemplated hereby extent that such untruth or by inaccuracy, or such failure, would reasonably be expected to prevent, materially delay or materially impair the Ancillary Agreementsability of LKQ, (b) any written notices or other written communications from any third Persons alleging that Parent and Acquisition Sub to consummate the consent of such Person is or may be required with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to Merger and the transactions contemplated by this AgreementAgreement (including the Offer and the Merger) or the ability of LKQ, or (d) any material event, development, or occurrence that would reasonably be expected Parent and Acquisition Sub to give rise to a failure of a condition precedent set forth in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by fully perform their respective covenants and obligations under this Agreement; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representationsor be deemed to modify any representation or warranty of LKQ, warranties, covenants Parent or agreements of the parties herein Acquisition Sub set forth in this Agreement or the conditions to the obligations of the parties hereunder Company to consummate the transactions contemplated by this Agreement or constitute, in and of itself, a breach giving rise the remedies available to the failure parties hereunder; and provided further, that the terms and conditions of a condition the Confidentiality Agreement shall apply to any information provided to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach Company pursuant to this Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfied7.12(b).

Notification of Certain Matters. During (A) BFST will promptly notify TCBI in writing if it becomes aware of any fact or condition that makes or shows to be untrue any representation or warranty made by BFST in, or any information disclosed on the period following the date hereof until the earlier Schedules provided to TCBI by BFST under, this Agreement; reasonably would be expected to cause or constitute a breach of, of failure to comply with, any of the Closing Date and the termination covenants or agreements of this Agreement pursuant to its terms, each of Seller and Purchaser shall give prompt notice to the other party upon receiving Knowledge of (a) any notices, complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities with respect to the transactions contemplated hereby or by the Ancillary Agreements, (b) any written notices or other written communications from any third Persons alleging that the consent of such Person is or may be required with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, BFST contained in each case, to the transactions contemplated by this Agreement, ; or (d) any material event, development, or occurrence that reasonably would reasonably be expected to give rise rise, individually or in the aggregate, to a the failure to occur of a any closing condition precedent set forth under this Agreement. No information received by TCBI under this Section 7.12(A) will affect or be deemed to modify or waive any representation, warranty, covenant or agreement of BFST in Article IX this Agreement, any Schedules delivered in accordance with this Agreement, any condition to TCBI’s obligation to consummate the Merger or that would otherwise reasonably be expected any remedies available to prevent or materially delay the consummation of the transactions contemplated by TCBI under this Agreement; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or any failure to make such notification give notice in accordance with the foregoing shall affect the representations, warranties, covenants not be deemed to constitute a violation of this Section 7.12(A) or agreements of the parties herein or the conditions to the obligations of the parties hereunder or constitute, in and of itself, a breach giving rise to the failure of a any condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts Section 8.01 or Section 8.03 to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring beforebe satisfied, or existing and known at, the date otherwise constitute a breach of this AgreementAgreement by BFST failing to give such notice, in each case unless the underlying breach would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 independently result in a failure of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been 8.01 or Section 8.03 to be satisfied. (B) TCBI will promptly notify BFST in writing if it becomes aware of any fact or condition that makes or shows to be untrue any representation or warranty made by TCBI in, or any information disclosed on the Schedules provided to BFST by TCBI under, this Agreement; reasonably would be expected to cause or constitute a breach of, or failure to comply with, any of the covenants or agreements of TCBI contained in this Agreement; or reasonably would be expected to give rise, individually or in the aggregate, to the failure to occur of any closing condition under this Agreement. No information received by BFST under this Section 7.12(B) will affect or be deemed to modify or waive any representation, warranty, covenant or agreement of TCBI in this Agreement, any Schedules delivered in accordance with this Agreement, any condition to BFST’s obligation to consummate the Merger or any remedies available to BFST under this Agreement; provided, however, that any failure to give notice in accordance with the foregoing shall not be deemed to constitute a violation of this Section 7.12(B) or the failure of any condition set forth in Section 8.01 or Section 8.02 to be satisfied, or otherwise constitute a breach of this Agreement by TCBI failing to give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Section 8.01 or Section 8.02 to be satisfied.

Notification of Certain Matters. (a) During the period following Pre-Closing Period, the date hereof until the earlier Company shall give prompt notice to Parent of the occurrence or non-occurrence of any event that results in the breach of any representation, warranty, covenant or agreement of the Company herein such that any closing condition contained in Sections 8.2(a) and 8.2(b) would not be satisfied (assuming that the Closing Date and were to occur at such time); provided, however, that the termination delivery of this Agreement any notice pursuant to its termsthis Section 7.8(a) shall not limit or otherwise affect the remedies available to Parent or MergerCo hereunder. (b) During the Pre-Closing Period, Parent shall give prompt notice to the Company of the occurrence or non-occurrence of any event that results in the breach of any representation, warranty, covenant or agreement of Parent herein such that any closing condition contained in Sections 8.3(a) and 8.3(b) would not be satisfied (assuming that the Closing were to occur at such time); provided, however, that the delivery of any notice pursuant to this Section 7.8(b) shall not limit or otherwise affect the remedies available to the Company hereunder. (c) During the Pre-Closing Period, each of Seller the Company and Purchaser Parent shall give prompt notice to the other party upon receiving Knowledge of (ai) any notices, complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities with respect to the transactions contemplated hereby or by the Ancillary Agreements, (b) any written notices notice or other written communications communication from any third Persons Person alleging that the consent authorization, license, permit, consent, waiver or approval of such Person is or may be required in connection with respect to this Agreement, the other Transaction Documents and the transactions contemplated hereby or by the Ancillary Agreementsthereby, (cii) any notice or other communication from any Governmental Authority in connection with this Agreement, the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to other Transaction Documents and the transactions contemplated by hereby or thereby and (iii) any Claim relating to or involving or otherwise affecting such party that relates to this Agreement, the other Transaction Documents and the transactions contemplated hereby or thereby. (d) During the Pre-Closing Period, the Company shall give prompt notice to Parent of any material fact, event, change, development, circumstance or occurrence effect occurring after the date hereof (or of which it became aware after the date hereof) that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (e) During the Pre-Closing Period, Parent and MergerCo shall give rise prompt notice to a failure the Company of a condition precedent set forth in Article IX any fact, event, change, development, circumstance or effect occurring after the date hereof (or of which it became aware after the date hereof) that has had or would otherwise reasonably be expected to prevent have, individually or materially delay in the consummation of the transactions contemplated by this Agreement; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements of the parties herein or the conditions to the obligations of the parties hereunder or constitute, in and of itselfaggregate, a breach giving rise to the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfiedParent Material Adverse Effect.

Notification of Certain Matters. During (a) At all times during the period following commencing from the date hereof and continuing until the earlier to occur of the Closing Date and the termination of this Agreement pursuant to its termsArticle VIII and the Effective Time, each the Company shall give prompt notice to Parent and Merger Sub upon becoming aware that any representation or warranty made by it in this Agreement has become untrue or inaccurate, or of Seller any failure of the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in any such case if and Purchaser only to the extent that such untruth or inaccuracy, or such failure, would reasonably be expected to cause any of the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated hereby set forth in Section 7.2(a) and Section 7.2(b) to not be satisfied at the Closing; provided that no such notification shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided further that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 6.14(a). (b) At all times during the period commencing from the date hereof and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, Parent shall give prompt notice to the other party Company upon receiving Knowledge of (a) becoming aware that any noticesrepresentation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate, complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities failure of Parent or Merger Sub to comply with respect or satisfy any covenant, condition or agreement to the transactions contemplated hereby be complied with or satisfied by the Ancillary Agreements, (b) any written notices or other written communications from any third Persons alleging that the consent of such Person is or may be required with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated by it under this Agreement, in any such case if and only to the extent that such untruth or (d) any material event, developmentinaccuracy, or occurrence that such failure, would reasonably be expected to give rise cause any of the conditions to a failure the obligations of a condition precedent the Company to consummate the transactions contemplated hereby set forth in Article IX or Section 7.3(a) and Section 7.3(b) to not be satisfied at the Closing; provided that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements be deemed to modify any representation or warranty of the parties herein Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the parties hereunder Company to consummate the transactions contemplated by this Agreement or constitute, in and of itself, a breach giving rise the remedies available to the failure parties hereunder; and provided further that the terms and conditions of a condition the Confidentiality Agreement shall apply to any information provided to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach Company pursuant to this Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfied6.14(b).

Notification of Certain Matters. During the period following the date hereof until the earlier of the Closing Date and the termination of this Agreement pursuant to its termsParent, each of Seller Holdco, Xxxxxxxx and Purchaser shall give prompt notice to the other party upon receiving Knowledge Company if any of the following occur after the date of this Agreement: (ai) any noticesrepresentation or warranty made by Parent, complaintsHoldco, investigations Xxxxxxxx or hearings Purchaser in this Agreement is untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time; (ii) there has been a material failure of Parent, Holdco, Xxxxxxxx or communications indicating that the same may Purchaser or any of their respective representatives to comply with or satisfy any covenant, condition or agreement to be contemplatedcomplied with or satisfied by it or them hereunder; (iii) receipt of any Governmental Authorities with respect to the transactions contemplated hereby or by the Ancillary Agreements, (b) any written notices notice or other written communications communication in writing from any third Persons party alleging that the consent Consent of such Person third party is or may be required in connection with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated by this Agreement or the Transaction Documents, provided that such Consent would have been required to have been disclosed in this Agreement, or ; (div) receipt of any material eventnotice or other communication from any Governmental Authority (including, developmentbut not limited to, the NASD) in connection with the transactions contemplated by this Agreement or the Transaction Documents; (v) the occurrence that of an event which would reasonably be expected to give rise have a Purchaser Material Adverse Effect; or (vi) the commencement or threat of any Litigation involving or affecting Parent, Xxxxxxxx or any of their respective subsidiaries, or any of their respective properties or assets, or, to a failure its knowledge, any employee, agent, director or officer, in his or her capacity as such, of a condition precedent set forth Parent, Xxxxxxxx or any of their respective subsidiaries which, if pending on the date hereof, would have been required to have been disclosed in Article IX this Agreement or that would otherwise reasonably be expected which relates to prevent or materially delay the consummation of the transactions contemplated by this Agreement; provided, however, that without prejudice Offer or the Merger. No such notice to Purchaser’s rights under Article XI, no such notification the Company shall have any effect on the determination of whether or failure to make such notification shall affect the representations, warranties, covenants or agreements not any of the parties herein or the conditions to Closing or to the obligations consummation of the parties hereunder or constitute, in and of itself, a breach giving rise to the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would Offer have been required) to be set forth satisfied or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of in determining whether or not any of the conditions set forth representations, warranties or covenants contained in Section 9.02 this Agreement have been satisfiedbreached.

Notification of Certain Matters. During (a) Each Seller may, from time to time prior to the period following Closing, deliver to Purchaser a supplement (each a “Supplemental Schedule”) to Sellers’ disclosure Schedules attached hereto that may disclose any fact, circumstance or development that has occurred or been discovered after the date hereof until the earlier and that would constitute a breach of the representations and warranties of Sellers (or any of them) contained in this Agreement (as of the date of this Agreement or as of the date of such fact, circumstance or development, applying such representations to such date if made on and as of such date) if not disclosed. In the event (i) the Closing Date and occurs in accordance herewith, as to each item or items in the termination of aggregate set forth in any Supplemental Schedule or Schedules for which Purchaser would have been entitled to refuse to consummate the Closing under Section 9.3(a) hereof, or (ii) Purchaser would have the right to terminate this Agreement pursuant to its termsSection 11.1(d) hereof, by reason of any item or items in the aggregate on any Supplemental Schedule or Schedules and does not or cannot exercise such right within the time permitted thereby, as to each item set forth in any such Supplemental Schedule, then, in such case, the Supplemental Schedule or Schedules shall be deemed to have amended such disclosure Schedules, to have qualified the representations and warranties of Seller Sellers (or any of them) contained in this Agreement and Purchaser to have corrected any misrepresentation or breach of warranty that otherwise might have existed hereunder by reason of the fact, circumstance or development (with the result that no misrepresentation or breach shall give prompt notice be deemed to have occurred), in each case to the other party upon receiving Knowledge extent of (a) any notices, complaints, investigations the disclosure contained in such Supplemental Schedule or hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities with respect to the transactions contemplated hereby or by the Ancillary Agreements, Schedules. (b) any written notices or other written communications from any third Persons alleging that the consent of such Person is or may be required with respect If prior to the transactions contemplated hereby Closing, Purchaser discovers any fact, circumstance or by the Ancillary Agreements, (c) the institution of any material Action involving Seller development that would or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated by this Agreement, or (d) any material event, development, or occurrence that would reasonably be expected to give rise to constitute a failure of a condition precedent set forth in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation breach of the transactions contemplated by representations or warranties of Sellers (or any of them) contained in this Agreement; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements Agreement (as of the parties herein or the conditions to the obligations of the parties hereunder or constitute, in and of itself, a breach giving rise to the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) to be set forth Agreement or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 as of the Seller Disclosure Letter. For claritydate of such fact, neither any circumstance or development, applying such supplemental or amended disclosure, nor any failure by Seller representations to make any such supplement or amendment date if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes made on and as of determining the existence or occurrence of a breach pursuant to Section 11.01(asuch date) and determining that could result in a right of claim against Sellers in an amount in excess of $50,000, then in such case, Purchaser shall forthwith notify Sellers of such discovery and shall provide Sellers with the amount details of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfiedsuch discovery.

Notification of Certain Matters. During the period following the date hereof until the earlier of the Closing Date and the termination of this Agreement pursuant to its terms, each of (a) The Seller and Purchaser shall give prompt written notice to the other party upon receiving Knowledge Buyer of (a) any notices, complaints, investigations the occurrence or hearings (or communications indicating that the same may be contemplated) non-occurrence of any Governmental Authorities event that would render any representation or warranty of the Seller herein, if made on or immediately following the date of such event, untrue or inaccurate, including any change required with respect to the transactions contemplated hereby or by the Ancillary Agreements, Schedules hereto; (b) any written notices event, change or development that has had or is reasonably likely to have a Material Adverse Effect; (c) any failure of the Seller to comply with any covenant or agreement to be complied with by it hereunder or any event or condition that would otherwise result in the nonfulfillment of any of the conditions to the Buyer’s obligations hereunder; (d) any notice or other written communications communication from any third Persons person or entity alleging that the consent of such Person person or entity is or may be required in connection with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated by this Agreement, or (d) any material event, development, or occurrence that would reasonably be expected to give rise to a failure of a condition precedent set forth in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect (e) any Action pending or threatened in connection with the representations, warranties, covenants or agreements of the parties herein or the conditions to the obligations of the parties hereunder or constitute, in and of itself, a breach giving rise to the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of transactions contemplated by this Agreement, would . No such notice shall be deemed to cure any breach of any representation or warranty made in this Agreement or have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including effect for purposes of determining the existence or occurrence satisfaction of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 6.1, the compliance by the Seller with any covenant set forth herein or the Buyer’s rights to indemnification pursuant to Section 7.2. (b) The Buyer Parent shall give prompt written notice to the Seller of (a) the occurrence or non-occurrence of any event that would render any representation or warranty of the Buyer Parent herein, if made on or immediately following the date of such event, untrue or inaccurate, including any change required with respect to the Buyer Parent Disclosure Schedules hereto; (b) any event, change or development that has had or is reasonably likely to have been satisfieda Buyer Parent Material Adverse Effect; (c) any failure of the Buyer Parent to comply with any covenant or agreement to be complied with by it hereunder or any event or condition that would otherwise result in the nonfulfillment of any of the conditions to the Seller’s obligations hereunder; (d) any notice or other communication from any person or entity alleging that the consent of such person or entity is or may be required in connection with the consummation of the transactions contemplated by this Agreement; or (e) any Action pending or threatened in connection with the transactions contemplated by this Agreement. No such notice shall be deemed to cure any breach of any representation or warranty made in this Agreement or have any effect for purposes of determining the satisfaction of the conditions set forth in Section 6.1, the compliance by the Buyer and Buyer Parent with any covenant set forth herein or the Sellers’s rights to indemnification pursuant to Section 7.2.

Notification of Certain Matters. During the period following the date hereof until the earlier of the Closing Date and the termination of this Agreement pursuant to its terms, each Each of Seller and Purchaser shall give prompt notice to promptly advise the other party upon receiving Knowledge orally and in writing of (a) any noticesrepresentation or warranty made by it contained in this Agreement that is qualified as to materiality being or becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified being or becoming untrue or inaccurate in any material respect, complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities with respect to the transactions contemplated hereby or by the Ancillary Agreements, (b) the failure by it to comply with or satisfy in any written notices material respect any covenant, condition or other written communications from agreement to be complied with or satisfied by it under this Agreement. Should any third Persons alleging that the consent of such Person is fact or may be required with respect condition require any change to the transactions contemplated hereby or by Schedules after the Ancillary Agreements, (c) the institution of any material Action involving Execution Date Seller or any of its Subsidiaries or shall promptly deliver to Purchaser or any of its Subsidiaries that relates, in each case, a written supplement to the transactions contemplated by Schedules specifying such change. The parties contemplate that between the Execution Date and the Closing Date a party may need to modify certain Schedules attached to this Agreement, or and the parties agree that notwithstanding any other provision of this Agreement, any such modification to the Schedules by any party shall not constitute a breach by such party under this Agreement. In this regard, the parties agree to execute at the Closing, a Supplemental Disclosure Agreement (d"Supplemental Disclosure Agreement") any material event, development, or occurrence in form and substance reasonably satisfactory to Seller and Purchaser that would reasonably be expected to give rise to a failure sets forth the final agreed upon version of a condition precedent set forth in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation each of the transactions contemplated by Schedules to this Agreement; , as such Schedules may change between the Execution Date and the Closing Date in any manner permitted under this Agreement, provided, however, that without prejudice the parties agree to Purchaser’s rights under Article XIact diligently, no such notification or failure reasonably and in good faith to make such notification shall affect agree on the representations, warranties, covenants or agreements terms of the parties herein Supplemental Disclosure Agreement; and provided further, however, that the form and substance of Schedules 1.0(a), 1.0(b), 1.0(c), 1.0(d), 1.2.2, 1.3, 2.6(a), 2.6(b), 2.8 and 4.16 attached hereto are hereby deemed to be final and Seller shall have no right to request or the conditions require any changes to the obligations form and substance of the parties hereunder or constituteSchedules 1.0(a), 1.0(b), 1.0(c), 1.0(d), 1.2.2, 1.3, 2.6(a), 2.6(b), 2.8 and 4.16 attached hereto unless Purchaser, in Purchaser's reasonable discretion, agrees to consider, or consents to, such change or unless Purchaser requests any such change and Purchaser and Seller subsequently agree upon such change in the manner described above; and provided further, however, that the form and substance of itselfSchedule 1.0(c) attached hereto may be changed to add additional Assets to such Schedule that Seller actually acquires between the Execution Date and the Closing Date and subtract any Assets that Seller disposes of between the Execution Date and the Closing Date (however, a breach giving rise unless Purchaser consents to the failure same in writing, any addition or subtraction of a condition Assets from the Business must be done in the ordinary course of Seller's business (except for subtractions of Assets due to the Closing set forth in Article IX. For informational purposes onlyForce Majeure), upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts must be consistent with Seller's past practices (except for subtractions of Assets due to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(aForce Majeure) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or may not the conditions set forth in Section 9.02 have been satisfieda Material Adverse Effect).

Notification of Certain Matters. During the period following (a) Between the date hereof until and the earlier Closing Date, the Parent, on the one hand, and the Acquiror, on the other hand, shall promptly notify the other of: (i) the occurrence or non-occurrence of any event that is reasonably likely to result in the failure of any condition to the Closing or that indicates that any of the Closing Date representations and warranties contained in the termination of this Agreement pursuant to its termsTransaction Agreements will not be, each of Seller or are not, true and Purchaser shall give prompt notice to correct and (ii) the other party upon receiving Knowledge of (a) any notices, complaints, investigations or hearings (or communications indicating that the same may be contemplated) receipt of any Governmental Authorities with respect to the transactions contemplated hereby or by the Ancillary Agreements, (b) any written notices material notice or other written communications communication from any third Persons Person alleging that the consent approval, consent, authorization, permission or act of, or the making by the Parent, the Acquiror or any of their respective Affiliates, as the case may be, of any notices to or declaration, filing or registration with, such third Person is or may be required in connection with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated by this Agreement, or (d) any material event, development, or occurrence that would reasonably be expected to give rise to a failure of a condition precedent set forth in Article IX Agreement or that would such transactions otherwise reasonably be expected to prevent may violate the rights of or materially delay the consummation of the transactions contemplated by this Agreementconfer remedies upon such third Person; provided, however, that without prejudice in each case, such disclosure shall not be deemed to Purchaser’s rights under Article XIcure any breach of a representation, no such notification warranty, covenant or failure to make such notification shall affect the representations, warranties, covenants agreement or agreements of the parties herein or the conditions to the obligations of the parties hereunder or constitute, in and of itself, a breach giving rise to the any failure of a condition to the Closing Closing, or to otherwise limit or affect in any way the remedies available hereunder to the party receiving such notice; and provided, further, that failure to deliver any notice pursuant to this Section 5.18(a) shall not result in a failure of any condition set forth in Article IXVIII or liability to any party hereto under ARTICLE X unless the underlying event or breach would independently result in the failure of such condition or such liability. (b) Each of the Parent, on the one hand, and the Acquiror, on the other hand, shall promptly notify the other of any Action that shall be instituted or threatened against such party to restrain, prohibit or otherwise challenge the legality of any transaction contemplated by the Transaction Agreements. For informational purposes onlyEach party hereto shall promptly notify the other of any Action that may be threatened, upon Purchaser’s reasonable requestbrought, Seller shall use its commercially reasonable efforts to supplement asserted or amend in writing commenced against the Parent, the Acquiror or any of their respective Affiliates, as the case may be, that would have been listed on Section 3.08 of the Seller Disclosure Letter with respect to any matteror Section 4.04 of the Acquiror Disclosure Letter, event, circumstance or condition which was required (oras the case may be, if occurring before, or existing and known at, such Action had arisen prior to the date of this Agreementhereof; provided, would have been required) however, that in each case, such disclosure shall not be deemed to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither cure any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence breach of a breach representation, warranty, covenant or agreement or to satisfy any condition or otherwise limit or affect the remedies available hereunder to the party receiving such notice; and provided, further, that failure to deliver any notice pursuant to this Section 11.01(a5.18(b) and determining the amount shall not result in a failure of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions any condition set forth in Section 9.02 have been satisfiedArticle VIII.

Notification of Certain Matters. (a) During the period following the date hereof until the earlier of the Pre-Closing Date and the termination of this Agreement pursuant to its termsPeriod, each of Seller Q32, on the one hand, and Purchaser shall give prompt notice to Homology, on the other party upon receiving Knowledge hand, shall promptly notify the other (and, if in writing, furnish copies of) if any of the following occurs: (ai) any notices, complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities with respect to the transactions contemplated hereby or by the Ancillary Agreements, (b) any written notices notice or other written communications communication is received from any third Persons Person alleging that the consent Consent of such Person is or may be required in connection with respect to any of the transactions contemplated hereby or by the Ancillary AgreementsContemplated Transactions, (cii) the institution of any material Action Legal Proceeding against or involving Seller or any of otherwise affecting such Party or its Subsidiaries or Purchaser or any of its Subsidiaries that relatesis commenced, in each caseor, to the transactions contemplated Knowledge of such Party, threatened against such Party or, to the Knowledge of such Party, any director, officer or Key Employee of such Party, (iii) such Party becomes aware of any inaccuracy in any representation or warranty made by such Party in this Agreement, Agreement or (div) the failure of such Party to comply with any material event, development, covenant or occurrence obligation of such Party; in each case that would could reasonably be expected to give rise to a failure make the timely satisfaction of a condition precedent set forth in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation any of the transactions contemplated by this Agreement; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements of the parties herein or the conditions to the obligations of the parties hereunder or constitute, in and of itself, a breach giving rise to the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have Article VI impossible or materially less likely. No such notice shall be deemed to supplement or amend the Q32 Disclosure Schedule or the Homology Disclosure Schedule for the purpose of (A) determining the accuracy of any of the representations and warranties made by Q32 or Homology in this Agreement or (B) determining whether any condition set forth in Article VI has been satisfied. Any failure by either Party to provide notice pursuant to this Section 5.5 shall not be deemed to be a breach for purposes of Section 6.2(b) or 6.3(b), as applicable, unless such failure to provide such notice was knowing and intentional. (b) During the Pre-Closing Period, Homology shall use reasonable best efforts to consult with Q32 during the negotiation process for, and prior to taking any material action with respect to, any amendment to, sublicense or the potential early termination of the Homology Lease, and shall consider any input received from Q32 in good faith prior to taking any such action. (c) During the Pre-Closing Period, Homology shall provide to Q32 an updated list of Abandoned Homology Legacy IP Rights on a monthly basis starting from December 1, 2023, with the final such list to be delivered within three (3) days preceding Closing.

Notification of Certain Matters. During (a) At all times during the period following commencing with the date hereof execution and delivery of this Agreement and continuing until the earlier to occur of the Closing Date and the termination of this Agreement pursuant to its termsArticle VII and the Effective Time, the Company shall give prompt notice to Parent upon becoming aware that any representation made by it in this Agreement has become untrue or inaccurate in any material respect, or of any failure of the Company 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, in each case such that it would result in a failure of Seller the conditions set forth in Section 6.2(a) or Section 6.2(b); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Purchaser Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time, Parent shall give prompt notice to the other party Company upon receiving Knowledge of (a) becoming aware that any noticesrepresentation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities failure of Parent or Merger Sub to comply with respect to the transactions contemplated hereby or by the Ancillary Agreements, (b) any written notices or other written communications from any third Persons alleging that the consent of such Person is or may be required with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of satisfy in any material Action involving Seller respect any covenant, condition or any of its Subsidiaries agreement to be complied with or Purchaser or any of its Subsidiaries that relatessatisfied by it under this Agreement, in each case, to the transactions contemplated by this Agreement, or (d) any material event, development, or occurrence case such that it would reasonably be expected to give rise to result in a failure of a condition precedent the conditions set forth in Article IX Section 6.3(a) or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this AgreementSection 6.3(b); provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements be deemed to modify any representation or warranty of the parties herein Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the parties hereunder Company to consummate the transactions contemplated by this Agreement or constitute, in and of itself, a breach giving rise the remedies available to the failure parties hereunder; and provided, further, that the terms and conditions of a condition the Confidentiality Agreement shall apply to any information provided to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach Company pursuant to this Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfied5.13(b).

Notification of Certain Matters. During the period following (a) Between the date hereof until the earlier of the Closing Date and the termination of this Agreement pursuant to its termsEffective Time, each of Seller Victory, on behalf of itself and Purchaser shall Merger Sub, and Chucktaylor will give prompt written notice to the other party upon receiving Knowledge of (ai) any notices, complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities with respect to the transactions contemplated hereby or by the Ancillary Agreements, (b) any written notices notice or other written communications communication from any third Persons Person alleging that the consent Consent of such Person is or may be required with respect to consummate the transactions contemplated hereby or by the Ancillary AgreementsTransactions, (cii) the institution of any material Action commenced or threatened in writing against, relating to or involving Seller or any of its Subsidiaries or Purchaser otherwise affecting it or any of its Subsidiaries that relates, in each case, relate to the transactions contemplated by this Agreementconsummation of the Transactions, the Distribution or the Xxxxx Disposition, the occurrence or failure to occur, or (d) the impending or threatened occurrence or failure to occur, of any material event, development, event or circumstance which occurrence that or failure to occur would reasonably be expected to give rise cause any of its representations or warranties in this Agreement, the Other Transaction Agreements, the Distribution Agreements, or the Xxxxx Disposition Agreements to a be untrue or inaccurate in any material respect at any time from the date hereof through the Effective Time, and (iii) the occurrence or failure to occur, or the impending or alleged threatened occurrence or failure to occur, of a condition precedent set forth in Article IX any event or that circumstance which occurrence or failure to occur would otherwise reasonably be expected to prevent cause any condition, covenant or materially delay the consummation of the transactions contemplated by agreement contained in this Agreement, the Other Transaction Agreements, the Distribution Agreements or the Xxxxx Disposition Agreements to fail to be complied with or satisfied; provided, however, that without prejudice the delivery of any notice pursuant to Purchaser’s rights under Article XI, no such notification this Section 4.05(a) will not limit or failure to make such notification shall otherwise affect the representationsremedies available to the Party receiving such notice. (b) After the date hereof, warrantiesChucktaylor will give prompt written notice to Victory of (i) any agreement, covenants arrangement, commitment or agreements obligation to sell, dispose, assign or otherwise transfer any shares of Victory Preferred Stock or Victory Common Stock owned by Chucktaylor as of the parties herein or date hereof, including the conditions to the obligations identity of the parties hereunder transferee, assignee or constitutepurchaser thereof and the date or expected date of consummation of such sale, in disposition, assignment or transfer, and of itself, a breach giving rise (ii) any Liability that becomes Known to Chucktaylor after the failure of a condition to date hereof other than any such Liability that will be identified on the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfiedDate Net Worth Positive Statement.

Notification of Certain Matters. During the period following the date hereof until the earlier of the Closing Date and the termination of this Agreement pursuant to its terms, each of Seller and Purchaser shall give prompt notice to the other party upon receiving Knowledge of (a) any notices, complaints, investigations or hearings The Company shall promptly notify Parent of (or communications indicating that the same may be contemplated) of any Governmental Authorities with respect to the transactions contemplated hereby or by the Ancillary Agreements, (bi) any written notices notice or other written communications communication received by any of the Company or its Subsidiaries from any third Persons Person alleging that the consent of such Person is or may be required in connection with respect the Transactions, if the failure to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated by this Agreement, or (d) any material event, development, or occurrence that obtain such consent would reasonably be expected to give rise to a failure of a condition precedent set forth in Article IX materially impede or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this AgreementTransactions or have a Company Material Adverse Effect; provided(ii) any Proceeding commenced or, howeverto the Company’s Knowledge, threatened that without prejudice to Purchaser’s rights under Article XI, no such notification may materially impede or failure to make such notification shall affect delay the representations, warranties, covenants or agreements consummation of the parties Transactions, or that make allegations that, if true, would, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect; (iii) any inaccuracy of any representation or warranty of the Company contained herein at any time during the term hereof if such inaccuracy would reasonably be expected to cause any of the conditions set forth in clauses 2(a), (b), (c) and (d) of ANNEX I to fail to be satisfied at the Initial Expiration Time or the Expiration Time; and (iv) any failure of the Company to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder if such failure would reasonably be expected to cause the condition set forth in clause 2(e) of ANNEX I to fail to be satisfied at the Initial Expiration Time or the Expiration Time. For the avoidance of doubt, the delivery of any notice pursuant to this Section 8.08(a) shall not affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Acquisition Sub to consummate the parties hereunder Offer or constitutethe remedies available to Parent and Acquisition Sub hereunder. (b) Parent shall promptly notify the Company of (i) any written notice or other communication received by Parent or Acquisition Sub from any Person alleging that the consent of such Person is or may be required in connection with the Transactions, in and of itself, a breach giving rise to if the failure to obtain such consent would reasonably be expected to materially impede or delay the consummation of the Transactions or have a condition Company Material Adverse Effect; (ii) any Proceeding commenced or, to Parent’s Knowledge, threatened that may materially impede or delay the Closing consummation of the Transactions; (iii) any inaccuracy of any representation or warranty of Parent or Acquisition Sub contained herein at any time during the term hereof if such inaccuracy would reasonably be expected to materially impede or delay Parent and Acquisition Sub’s ability to consummate the Transactions; and (iv) any failure of either Parent or Acquisition Sub to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder if such failure would reasonably be expected to materially impede or delay Parent and Acquisition Sub’s ability to consummate the Transactions. For the avoidance of doubt, the delivery of any notice pursuant to this Section 8.08(b) shall not affect or be deemed to modify any representation or warranty of Parent or Acquisition Sub set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts this Agreement or the remedies available to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfiedCompany hereunder.

Notification of Certain Matters. During the period following the date hereof until the earlier (a) Each of the Closing Date Arena and the termination of this Agreement pursuant to its terms, each of Seller and Purchaser UT shall give prompt notice to the other party upon receiving Knowledge 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 such Party contained in this Agreement to be untrue or inaccurate at or prior to the Closing (aas though given on or as of the Closing), and (ii) any notices, complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities with respect to the transactions contemplated hereby or by the Ancillary Agreements, (b) any written notices or other written communications from any third Persons alleging that the consent failure of such Person is Party to comply with or may satisfy any covenant, condition or agreement to be required complied with respect to the transactions contemplated hereby or satisfied by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relatesit hereunder, in each case, that would cause any of the conditions to the transactions contemplated by this Agreement, or (d) any material event, development, or occurrence that would reasonably be expected obligations of Arena to give rise to a failure of a condition precedent consummate the Transactions set forth in Article IX Section 7.3 (in the case of UT) or that would otherwise reasonably be expected to prevent or materially delay the consummation any of the transactions contemplated by this Agreementconditions to the obligations of UT to consummate the Transactions set forth in Section 7.2 (in the case of Arena) not to be satisfied; provided, however, that without prejudice the delivery of any notice pursuant to Purchaser’s rights under Article XIthis Section 6.1(a) shall not (X) limit or otherwise affect any remedies available to the Party receiving such notice or (Y) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by a Party pursuant to this Section 6.1(a) shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, no such notification breach of warranty or failure breach of covenant. (b) No later than five (5) Business Days prior to Closing, Arena shall deliver to UT an update to the Disclosure Schedules (the “Schedule Update”) reflecting any additional matters that would have been required to be disclosed thereon in order to make such notification shall affect the representations, warranties, covenants or agreements of the parties herein or the conditions to the obligations of the parties hereunder or constitute, in and of itself, a breach giving rise to the failure of a condition to the Closing representations set forth in Article IXSection 4.1 true and correct in all material respects as if the representations and warranties had been made as of the date of such delivery (disregarding any qualifications of “as of the date hereof” or similar language ). For The Schedule Update shall be for informational purposes only, upon Purchaser’s reasonable request, Seller . A breach of this Section 6.1(b) shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter (i) not be considered with respect to whether the condition set forth in Section 7.2(a)(iii) has been satisfied and not otherwise delay or prevent the consummation of the Closing, and (ii) not give rise to an indemnification claim by UT pursuant to Section 8.1(a). No later than five (5) Business Days prior to Closing, Arena shall deliver to UT a list (“Asset List Update”) of any matter, event, circumstance (x) patents issued on or condition which was required (or, if occurring before, or existing and known at, after the date of this AgreementAgreement that, if issued after the Closing, would have been requiredconstitute Category 1 Patents and (y) any material item of Tangible Personal Property not included on Schedule E. Within two (2) Business Days after receipt of the Schedule Update and the Asset List Update, UT shall deliver written notice to Arena of any assets or Material Contracts identified therein that it desires to include in the Product Assets or Assumed Contracts and acquire at Closing. If Arena objects to the acquisition of any such asset or Material Contract, Arena shall promptly notify UT of such objection and the Parties shall negotiate in good faith regarding the treatment of such assets. Any assets and Material Contracts that the Parties agree shall be acquired by UT at Closing pursuant to this Section 6.1(b) shall be deemed to be set forth Product Assets or described on Sections 4.04Assumed Contracts, 4.05as the case may be, 4.08for all purposes hereunder, 4.11, 4.17 and 4.20 of shall be added to the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfiedappropriate asset Schedule.

Notification of Certain Matters. During the period following the date hereof until the earlier of the Closing Date and the termination of this Agreement pursuant to its terms, each of Seller and Purchaser (a) Each party shall give prompt notice to the other party upon receiving Knowledge of (ai) any noticesthe occurrence, complaintsor failure to occur, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities with respect to event or the transactions contemplated hereby or by the Ancillary Agreements, (b) any written notices or other written communications from any third Persons alleging that the consent of such Person is or may be required with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution existence of any material Action involving Seller condition, fact, state of circumstances, development, action or any omission that (A) in the case of its Subsidiaries Sellers, has had or Purchaser or any of its Subsidiaries that relateswould reasonably be expected to have a Material Adverse Effect or, in each casethe case of Purchaser and Purchaser Subsidiaries, has had or would reasonably be expected to have a material adverse effect on Purchaser and the Purchaser Subsidiaries to consummate the transactions contemplated by this AgreementAgreement and the Related Agreements, or (dB) any material event, development, has caused or occurrence that would reasonably be expected to give rise cause any of its representations or warranties contained in this Agreement to a failure of a condition precedent set forth be untrue or inaccurate in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements of the parties herein or the conditions to the obligations of the parties hereunder or constitute, in and of itself, a breach giving rise to the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with any material respect to at any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, time after the date of this Agreement, would up to and including the Closing Date (except to the extent such representations and warranties are given as of a particular date or period and relate solely to such particular date or period), and (ii) any failure on its part 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. (b) Sellers shall, no less than three (3) calendar days prior to the Closing, by notice to Purchaser, provide or supplement any Schedule to reflect any change or event that occurs after the date of this Agreement; provided, that such supplemental schedules shall not be deemed to have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 disclosed as of the Seller Disclosure Letter. For claritydate hereof, neither to constitute a part of, or an amendment or supplement to, Sellers' disclosure schedules, or to cure any such supplemental breach or amended disclosureinaccuracy of a representation or warranty, nor any failure unless so agreed to in writing by Seller to make any such supplement or amendment if Seller has used its Purchaser. (c) Each party shall use commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not cause the conditions set forth in Section 9.02 have been Articles VI and VII to be satisfied.

Notification of Certain Matters. During the period following the date hereof until the earlier of the Closing Date and the termination of this Agreement pursuant to its terms, each of Seller and Purchaser ADSX shall give prompt notice to MAS if any of the other party upon receiving Knowledge following occurs after the date of this Agreement: (ai) any noticesnotice of, complaintsor other communication relating to, investigations a material default or hearings Event which, with notice or lapse of time or both, would become a material default under any DA Xxxxx Xxxxxxxx Contract; (or communications indicating that the same may be contemplatedii) receipt of any Governmental Authorities with respect to the transactions contemplated hereby or by the Ancillary Agreements, (b) any written notices notice or other written communications communication in writing from any third Persons party alleging that the consent Consent of such Person third party is or may be required in connection with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated by this Agreement, other than a Consent disclosed pursuant to Section 5.5 or 5.6 above or not required to be disclosed pursuant to the terms thereof; (diii) receipt of any material eventnotice or other communication from the National Association of Securities Dealers or any Governmental Authority (including, developmentbut not limited to, or occurrence that would reasonably be expected to give rise to a failure of a condition precedent set forth the SEC) in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation of connection with the transactions contemplated by this Agreement; provided(iv) the occurrence of an Event which would reasonably be expected to have a DA Xxxxx Xxxxxxxx Adverse Effect; and (v) the commencement or threat of any Litigation involving or affecting DA, howeverany DA Subsidiary or any Other Subsidiary, that without prejudice to Purchaser’s rights under Article XIor any of their respective properties or assets, no such notification or failure to make such notification shall affect the representationsor, warranties, covenants or agreements of the parties herein or the conditions to the obligations knowledge of the parties hereunder ADSX, any employee, agent, director or constituteofficer of DA, any DA Subsidiary or any Other Subsidiary, in and of itselfhis or her capacity as such or as a fiduciary under such Benefit Plan, a breach giving rise to the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (orwhich, if occurring before, or existing and known at, pending on the date of this Agreementhereof, would have been required) required to be set forth have been disclosed in or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 pursuant to this Agreement or which relates to the consummation of the Seller Disclosure Letter. For clarityMerger and the Contribution, neither or any such supplemental material development in connection with any Litigation relating to DA, the DA Subsidiaries or amended disclosure, nor any failure of the Other Subsidiaries disclosed by Seller to make any such supplement ADSX or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence DA in or occurrence of a breach pursuant to Section 11.01(a) and determining this Agreement or the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfiedADSX Securities Filings.

Notification of Certain Matters. During (a) At all times during the period following commencing with the date hereof execution and delivery of this Agreement and continuing until the earlier to occur of the Closing Date and the termination of this Agreement pursuant to its termsArticle VIII and the Effective Time, each of Seller and Purchaser the Company shall give prompt notice to the other party Newco and Merger Sub upon receiving Knowledge of (a) becoming aware that any noticesrepresentation or warranty made by it in this Agreement has become untrue or inaccurate in any material respect, complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities failure of the Company to comply with respect to the transactions contemplated hereby or by the Ancillary Agreements, (b) any written notices or other written communications from any third Persons alleging that the consent of such Person is or may be required with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of satisfy in any material Action involving Seller respect any covenant, condition or any of its Subsidiaries agreement to be complied with or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated satisfied by it under this Agreement, in any such case if and only to the extent that such untruth or (d) any material event, developmentinaccuracy, or occurrence that such failure, would reasonably be expected to give rise cause any of the conditions to a failure the obligations of a condition precedent Newco and Merger Sub to consummate the transactions contemplated hereby set forth in Article IX Section 7.2(a) or that would otherwise reasonably 7.2(b) to fail to be expected to prevent or materially delay satisfied at the consummation of the transactions contemplated by this AgreementClosing; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements be deemed to modify any representation or warranty of the parties herein Company set forth in this Agreement or the conditions to the obligations of Newco and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder or constitutehereunder; and provided further, in that the terms and conditions of itselfthe Confidentiality Agreement shall apply to any information provided to Newco pursuant to this Section 6.13(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, a breach giving rise Newco shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Newco or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of a Newco or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement be complied with or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of satisfied by it under this Agreement, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither in any such supplemental case if and only to the extent that such untruth or amended disclosureinaccuracy, nor any failure by Seller to make any or such supplement or amendment if Seller has used its commercially reasonable efforts to do sofailure, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfied.would

Notification of Certain Matters. During (a) From time to time prior to the period following Closing, Sellers shall promptly supplement or amend the date hereof until Disclosure Schedule with respect to any matter arising after the earlier delivery thereof pursuant hereto that, if existing at, or occurring on, September 25, 2005, would have been required to be set forth or described in the Disclosure Schedule. No supplement to or amendment of the Disclosure Schedule made after September 25, 2005 pursuant to this section or otherwise shall be deemed to cure any breach of any representation of or warranty made pursuant to this Agreement. (b) Each Party shall give notice to the other Party promptly after becoming aware of (i) the occurrence or non-occurrence of any event whose occurrence or non-occurrence would be likely to cause either (A) any representation or warranty given by such notifying Party contained in this Agreement to be untrue or inaccurate in any material respect at any time from September 25, 2005 to the Closing Date or (B) any condition set forth in ARTICLE VI to be unsatisfied in any material respect at any time from September 25, 2005 to the Closing Date and the termination of this Agreement pursuant to its terms, each of Seller and Purchaser shall give prompt notice to the other party upon receiving Knowledge of (aii) any notices, complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities with respect to the transactions contemplated hereby or by the Ancillary Agreements, (b) any written notices or other written communications from any third Persons alleging that the consent material failure of such Person is notifying Party, or may be required with respect to the transactions contemplated hereby or by the Ancillary AgreementsCompany, (c) the institution of any material Action involving Seller its Subsidiaries, or any of its Subsidiaries their respective officers, directors, employees or Purchaser or any of its Subsidiaries that relates, in each caseagents thereof, to the transactions contemplated by this Agreementcomply with or satisfy any covenant, condition or (d) any material event, development, agreement to be complied with or occurrence that would reasonably be expected to give rise to a failure of a condition precedent set forth in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreementsatisfied hereunder; provided, however, that without prejudice (x) the delivery of any notice pursuant to Purchaser’s rights under Article XI, no this section shall not limit or otherwise affect the remedies available hereunder to the party receiving such notification or notice and (y) the failure to make give such notification notice shall affect not be required from and after the representations, warranties, covenants or agreements time the Party to whom such notice is to be given has actual knowledge of the parties herein or the conditions to the obligations of the parties hereunder or constitute, in and of itself, a breach giving rise to the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was information required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 included in such notice. (c) The disclosures of (i) Conditions générales de services internet Data Center between Musiwave and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX Ipcenta (including for purposes of determining the existence or occurrence of a breach not dated); (ii) Conditions particulières de qualité de services between Musiwave and Ipcenta (not dated) made pursuant to Section 11.01(a3.19 hereof shall be treated as notifications made pursuant to Section 5.8(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have hereof as if such disclosures had been satisfiedmade after September 25, 2005.

Notification of Certain Matters. During (a) The Company shall give ------------------------------- prompt notice to Parent of any notice of, or other communication relating to, a material default or event that, with notice or lapse of time or both, would become a material default, received by the period following Company subsequent to the date hereof until the earlier of the Closing Date and the termination of this Agreement pursuant and prior to the Effective Time, under any material contract to which the Company or any of its terms, each of Seller subsidiaries is a party or is subject. The Company and Purchaser Parent shall give prompt notice to the each other party upon receiving Knowledge of (ai) any notices, complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities with respect to the transactions contemplated hereby or by the Ancillary Agreements, (b) any written notices notice or other written communications communication from any third Persons party alleging that the consent of such Person third party is or may be required in connection with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated by this Agreement, Agreement and (ii) the occurrence or non-occurrence of any events the occurrence or non-occurrence of which would cause either (dw) any material event, development, a representation or occurrence that would reasonably be expected to give rise to a failure of a condition precedent set forth warranty contained in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements of the parties herein or the conditions to the obligations of the parties hereunder or constitute, in and of itself, a breach giving rise to the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) in any Schedule to the Disclosure Letter or in any certificate delivered pursuant to this Agreement and not qualified by any materiality standard, to be set forth untrue or described on Sections 4.04inaccurate in any material respect, 4.05(x) any other representation or warranty contained in this Agreement, 4.08, 4.11, 4.17 and 4.20 of in any schedule to the Seller Disclosure Letter. For clarity, neither Letter or in any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach certificate delivered pursuant to Section 11.01(athis Agreement, to be untrue or inaccurate in any respect, (y) and determining the amount any of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfiedArticle VI or VII to be unsatisfied in any material respect at the Effective Time; provided that the parties hereto need not give -------- ---- notice with respect to events that are reported in the financial or general interest newspapers that do not specifically relate to the Company, any of its subsidiaries or Parent or their respective businesses or (z) any failure to comply with or satisfy any covenants, condition or agreement to be complied with or satisfied by it hereunder. (b) The Company shall provide Parent with (i) the audited consolidated balance sheet of the Company, SMGH and, as the case may be, Pathmark, and their respective subsidiaries as of January 30, 1999 and the related statements of operations, shareholder's deficiency and cash flows for the fiscal year then ended, all as certified by the Company's, SMGH's and, as the case may be, Pathmark's independent accountants, within three (3) business days after preparation and certification thereof, (ii) the unaudited consolidated balance sheet of each of the Company, SMGH and Pathmark, and the related consolidated statements of operations, shareholders' deficiency and cash flows for each fiscal quarter ending prior to the Effective Time, within forty-five days after the end of each such fiscal quarter and (iii) the unaudited statement of operations of Pathmark for each fiscal month ending prior to the Effective Time, within thirty days after the end of each such fiscal month. In addition, subject to compliance with the Antitrust Laws, the Company shall cause Pathmark to deliver to Parent on a weekly basis its internal sales overview reports promptly as they are prepared by Pathmark for each such week.

Notification of Certain Matters. During the period following the date hereof until the earlier of the Closing Date and the termination of this Agreement pursuant to its terms, each of Seller and Purchaser shall give prompt notice to the other party upon receiving Knowledge of (a) any notices, complaints, investigations or hearings The Company will promptly notify Purchaser of: (or communications indicating that the same may be contemplated) of any Governmental Authorities with respect to the transactions contemplated hereby or by the Ancillary Agreements, (bi) any written notices notice or other written communications communication from any third Persons Person alleging that the consent of such Person is or may be required in connection with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated by this Agreement, or (d) any material event, development, or occurrence that would reasonably be expected to give rise to a failure of a condition precedent set forth in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement; provided(ii) any notice or other communication from any Governmental Body related to or in connection with the transactions contemplated by this Agreement; and (iii) promptly upon discovery thereof, howeverany variances from, or the existence or occurrence of any event, fact or circumstance arising after the execution of this Agreement that without prejudice would reasonably be expected to Purchaser’s rights under cause, any of the representations and warranties contained in Article XI, no III to be untrue or inaccurate such that the condition set forth in Section 7.2(b) not to be satisfied. If the subject matter of any such notification or failure required by the previous sentence requires any change in the Schedules, the Company shall deliver to make such notification shall affect the representations, warranties, covenants or agreements of the parties herein or the conditions to the obligations of the parties hereunder or constitute, in and of itself, a breach giving rise to the failure of a condition Purchaser prior to the Closing set forth a supplement to such Schedule (the “Updated Schedules”) with such change; provided that in Article IX. For informational purposes onlyno event will any Updated Schedule serve to amend, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend modify the Schedules for purposes of Section 7.2(b); provided further that if the Closing occurs, the Updated Schedules will be considered and deemed to be part of the Schedules for all purposes under this Agreement, and each reference in writing this Agreement to a particular Schedule will mean such Schedule in, or as updated by, the Seller Disclosure Letter Updated Schedules.‌ (b) Purchaser will promptly notify the Company of: (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with respect the transactions contemplated by this Agreement; (ii) any notice or other communication from any Governmental Body related to or in connection with the transactions contemplated by this Agreement; (iii) any matter, event, circumstance Actions relating to or condition which was required (orinvolving or otherwise affecting Purchaser or its Affiliates that, if occurring before, or existing and known at, pending on the date of this Agreement, would have been required) required to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach have been disclosed pursuant to Section 11.01(a4.6 or that relate to the transactions contemplated by this Agreement; and (iv) and determining any breach or inaccuracy of any representation or warranty contained in this Agreement at any time during the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not term hereof that could reasonably be expected to cause the conditions set forth in Article VII not to be satisfied; provided that the delivery of any notice pursuant to this Section 9.02 have been satisfied6.5(a) will not limit the remedies available to Sellers under or with respect to this Agreement.

Notification of Certain Matters. During the period following Between the date hereof until the earlier of and the Closing Date and the termination of this Agreement pursuant to its termsDate, each of Seller and Purchaser Party shall give prompt notice to the other party upon receiving Knowledge Party of (a) any notices, complaints, investigations the occurrence or hearings (or communications indicating that the same may be contemplated) non-occurrence of any Governmental Authorities with respect event or circumstance which would be likely to cause any representation or warranty contained in this Agreement or the transactions contemplated hereby Seller Disclosure Schedule to be untrue or by the Ancillary Agreements, inaccurate if made at such time and (b) any written notices or other written communications from any third Persons alleging that the consent of such Person is or may be required with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated by this Agreement, or (d) any material event, development, or occurrence that would reasonably be expected to give rise to a failure of a condition precedent set forth in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect comply with or satisfy any covenant, condition or agreement to be complied with or satisfied hereunder. To the representations, warranties, covenants extent any information disclosed by Seller pursuant to this Section 4.8 either (i) corrects a representation or agreements of the parties herein warranty in this Agreement or the conditions to the obligations of the parties hereunder or constitute, in and of itself, a breach giving rise to the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect Schedule that was inaccurate at the time originally made or (ii) relates to any matter, event, circumstance a fact or condition which was required (or, if event occurring before, or existing and known at, prior to the date of this Agreementhereof, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 such supplemental information shall not constitute an amendment of the Seller Disclosure Letter. For clarity, neither any such supplemental representation or amended disclosure, nor any failure by Seller warranty to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including which it relates for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a(x) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 5.1(b) have been satisfied or (y) Article 8 of this Agreement. Notwithstanding the foregoing, if such supplemental information relates to a fact or event occurring on or after the date hereof and not constituting a breach of Section 4.1 or 4.2 of this Agreement, then such supplemental information (i) shall not constitute an amendment of the representation or warranty to which it relates for purposes of determining whether the conditions set forth in Section 5.1(b) have been satisfied but (ii) if Buyer consummates the transactions contemplated by this Agreement (irrespective of whether the conditions set forth in Section 5.1(b) have been satisfied), then such supplemental information shall constitute an amendment of the representation or warranty to which it relates [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Confidential treatment has been requested with respect to this information. for purposes of Article 8 of this Agreement, curing any breach of such representation or warranty.

Notification of Certain Matters. During (a) At all times during the period following commencing with the date hereof execution and delivery of this Agreement and continuing until the earlier to occur of the Closing Date and the termination of this Agreement pursuant to its termsArticle VIII and the Effective Time, each the Company shall give prompt notice to Newco and Merger Sub upon becoming aware that any representation or warranty made by it in this Agreement has become untrue or inaccurate in any material respect, or of Seller any failure of the Company 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, in any such case if and Purchaser only to the extent that such untruth or inaccuracy, or such failure, would reasonably be expected to cause any of the conditions to the obligations of Newco and Merger Sub to consummate the transactions contemplated hereby set forth in Section 7.2(a) or 7.2(b) to fail to be satisfied at the Closing; provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Newco and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Newco pursuant to this Section 6.13(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, Newco shall give prompt notice to the other party Company upon receiving Knowledge of (a) becoming aware that any noticesrepresentation or warranty made by Newco or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities failure of Newco or Merger Sub to comply with respect to the transactions contemplated hereby or by the Ancillary Agreements, (b) any written notices or other written communications from any third Persons alleging that the consent of such Person is or may be required with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of satisfy in any material Action involving Seller respect any covenant, condition or any of its Subsidiaries agreement to be complied with or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated satisfied by it under this Agreement, in any such case if and only to the extent that such untruth or (d) any material event, developmentinaccuracy, or occurrence that such failure, would reasonably be expected to give rise cause any of the conditions to a failure the obligations of a condition precedent the Company to consummate the transactions contemplated hereby set forth in Article IX Section 7.3(a) or that would otherwise reasonably 7.3(b) to fail to be expected to prevent or materially delay satisfied at the consummation of the transactions contemplated by this AgreementClosing; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements be deemed to modify any representation or warranty of the parties herein Newco or Merger Sub set forth in this Agreement or the conditions to the obligations of the parties hereunder Company to consummate the transactions contemplated by this Agreement or constitute, in and of itself, a breach giving rise the remedies available to the failure parties hereunder; and provided further, that the terms and conditions of a condition the Confidentiality Agreement shall apply to any information provided to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach Company pursuant to this Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfied6.13(b).

Notification of Certain Matters. During (a) From the period following the date hereof Execution Date until the earlier of the Closing Date and the termination of this Agreement pursuant to its termsDate, each of promptly after obtaining knowledge thereof, Seller and Purchaser shall give prompt notice to the other party upon receiving Knowledge notify Buyer in writing of (a) any notices, complaints, investigations the occurrence or hearings (or communications indicating that the same may be contemplated) non-occurrence of any Governmental Authorities fact or event which causes or would be reasonably likely to cause (i) any representation or warranty of Seller contained in this Agreement to be untrue or inaccurate in any material respect or (ii) any covenant, condition or agreement of Seller in this Agreement not to be complied with or satisfied in any material respect to the transactions contemplated hereby or by the Ancillary Agreements, and (b) any written notices failure of Seller to comply with or other written communications from satisfy any third Persons alleging that the consent of such Person is covenant, condition or may agreement to be required complied with respect to the transactions contemplated hereby or satisfied by the Ancillary Agreements, (c) the institution of it hereunder in any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated by this Agreement, or (d) any material event, development, or occurrence that would reasonably be expected to give rise to a failure of a condition precedent set forth in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreementrespect; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification shall modify the Schedules or failure to make such notification shall affect the representations, warranties, covenants or and agreements of the parties herein Seller or Buyer’s right to rely thereon and Buyer’s remedies with respect thereto (including any rights to indemnification pursuant to Section 13 and any contract or tort claims with respect to fraud, actions taken in bad faith, intentional misrepresentation or intentional breach), or the conditions to the obligations of the parties hereunder or constituteBuyer, in and of itself, a breach giving rise except with respect to certain written updates to Schedule(s) to the failure of a condition extent and as expressly provided in Section 6.4 and Section 10.5(b). (b) Without limiting Seller’s rights pursuant to Section 6.4, at any time prior to one Business Day prior to the Closing set forth Date, in Article IX. For informational purposes onlythe event that Seller determines, upon Purchaser’s reasonable requestby reason of a change in circumstances or an event which was not known or reasonably foreseeable by Seller prior to or as of the Execution Date, that an update to any Schedule relating solely to any of the representations and warranties of Seller contained in Section S is required in order to make any of such representations and warranties of Seller contained herein true and correct as of the Execution Date and as of the Closing Date, Seller shall use its commercially reasonable efforts have the right to update, revise or supplement or amend any such Schedule in writing with language describing specifically and in reasonable detail the matter requiring such update, revision or supplement and referencing each specific representation and warranty contained in Section 8, including any subsection thereof, if applicable, to which such disclosure relates; provided, however, that no such update, revision or supplement of any Schedule shall affect the representations or warranties of Seller Disclosure Letter or Buyer’s right to rely thereon and Buyer’s remedies with respect thereto (including any rights to indemnification pursuant to Section 13 and any contract or tort claims with respect to fraud, actions taken in bad faith, intentional misrepresentation or intentional breach), or the conditions to the obligations of Buyer, except as expressly provided in the immediately following two sentences. Subject to the next following sentence, if Seller delivers any written updated Schedule(s) relating to any of the representations and warranties of Seller contained in Section 8 to Buyer in a timely manner pursuant to and in accordance with the first sentence of this clause (b), and Buyer does not give written notice of any dispute or disagreement in connection therewith to Seller after delivery of such updated Schedule(s) and prior to the Closing, and if the transactions contemplated by this Agreement are thereafter consummated, then Buyer shall have no claim against Seller for a breach of such representation or warranty to the extent based on the information contained in such updated Schedule(s) and the provisions of Section 13 shall not apply with respect to any mattersuch matter (except in the case of fraud, eventactions taken in bad faith, circumstance intentional misrepresentation or condition which was required intentional breach). If Seller delivers any written updated Schedule(s) relating to any of the representations and warranties of Seller contained in Section 8 to Buyer pursuant to and in accordance with the first sentence of this clause (orb), and Buyer gives written notice of any dispute or disagreement in connection therewith to Seller after delivery of such updated Schedule(s) and prior to the Closing, then (i) Buyer and Seller shall use their reasonable best efforts to resolve any such dispute or disagreement prior to the Closing (and, if occurring beforenecessary, may mutually agree to extend the Closing Date to a date not later than the Outside Date, during which time Buyer and Seller shall use their reasonable best efforts to resolve any such dispute or disagreement prior to such extended Closing Date), and, if the parties are able to resolve such dispute or disagreement prior to the Closing (as it may be extended) and the transactions contemplated by this Agreement are thereafter consummated, Buyer shall have no claim against Seller for a breach of such representation or warranty to the extent based on the information contained in such updated Schedule(s) and the provisions of Section 13 shall not apply with respect to any such matter (except in the case of fraud, actions taken in bad faith, intentional misrepresentation or intentional breach), or existing and known at(ii) at Buyer’s election, the date of Buyer may terminate this Agreement, would have been required) Agreement by written notice to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a12.3(e). (c) and determining Seller shall give prompt notice in writing to Buyer of any notice or other communication from any third party alleging that the amount consent of Losses arising out of such third party is or resulting therefrom) or for purposes of determining whether or not may be required to be obtained by Seller in connection with the conditions set forth in Section 9.02 have been satisfiedtransactions contemplated by this Agreement.

Notification of Certain Matters. During the period following (a) Between the date hereof until and the earlier of the Closing Date and the termination of this Agreement pursuant to in accordance with its terms, each of Seller and Purchaser , (i) MLIM Parent shall give reasonably prompt notice to the other party upon receiving Knowledge BlackRock of (aA) the occurrence or existence of (1) the breach in any material respect of a representation or warranty made by MLIM Parent in this Agreement, (2) any noticesfact, complaintscircumstance or event that would reasonably be expected to prevent or materially delay any condition precedent to any party’s obligations from being satisfied, investigations and/or (3) a MLIM Material Adverse Effect, in each case of which MLIM Parent becomes aware; (B) any notice or hearings other written communication (other than routine notices or communications indicating that in the same may be contemplatedordinary course of business) of from any Governmental Authorities Authority with respect to the transactions contemplated hereby Transactions; or by the Ancillary Agreements, (bC) any written notices notice or other written communications communication from any third Persons Person alleging that the consent Consent of such Person is or may be required in connection with respect the Transactions; and (ii) BlackRock shall give reasonably prompt notice to the transactions contemplated hereby or by the Ancillary Agreements, MLIM Parent of (cA) the institution occurrence or existence of (1) the breach in any material Action involving Seller respect of a representation or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, warranty made by BlackRock in each case, to the transactions contemplated by this Agreement, or (d2) any material eventfact, development, circumstance or occurrence event that would reasonably be expected to give rise to a failure of a condition precedent set forth in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement; providedany condition precedent to any party’s obligations from being satisfied, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements of the parties herein or the conditions to the obligations of the parties hereunder or constituteand/or (3) a BlackRock Material Adverse Effect, in and each case of itself, a breach giving rise to the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement which BlackRock becomes aware; (B) any notice or amend in writing the Seller Disclosure Letter other written communication (other than routine notices or communications) from any Governmental Authority with respect to the Transactions; and (C) any matter, event, circumstance notice or condition which was other written communication from any Person alleging that the Consent of such Person is or may be required in connection with the Transactions. (or, if occurring before, or existing and known at, b) Between the date hereof and the earlier of the Closing Date and the termination of this AgreementAgreement in accordance with its terms, (i) Unless prohibited by Applicable Law, would have been requiredMLIM Parent shall make available to BlackRock, promptly after the same become available, complete and correct copies of all inspection reports and correspondence and other documents relating to any inquiry or investigation provided to any MLIM Company or a MLIM Fund by any Governmental Authority. The foregoing sentence shall not apply to Tax matters, which shall be governed exclusively by Article VIII. (ii) Unless prohibited by Applicable Law, BlackRock shall make available to MLIM Parent, promptly after the same becomes available, complete and correct copies of all inspection reports and correspondence and other documents relating to any investigation provided to any BlackRock Controlled Affiliate or a BlackRock Fund by any Governmental Authority. The foregoing sentence shall not apply to Tax matters, which shall be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure governed exclusively by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfiedVIII.

Notification of Certain Matters. During (a) At all times during the period following commencing from the date hereof and continuing until the earlier to occur of the Closing Date and the termination of this Agreement pursuant to its termsArticle VIII and the Effective Time, each the Company shall give prompt notice to Parent and Merger Sub upon becoming aware that any representation or warranty made by it in this Agreement has become untrue or inaccurate, or of Seller any failure of the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in any such case if and Purchaser only to the extent that such untruth or inaccuracy, or such failure, would reasonably be expected to cause any of the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated hereby set forth in Section 7.2(a) and Section 7.2(b) to not be satisfied at the Closing; provided that no such notification shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided further that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 6.13(a). (b) At all times during the period commencing from the date hereof and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, Parent shall give prompt notice to the other party Company upon receiving Knowledge of (a) becoming aware that any noticesrepresentation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate, complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities failure of Parent or Merger Sub to comply with respect or satisfy any covenant, condition or agreement to the transactions contemplated hereby be complied with or satisfied by the Ancillary Agreements, (b) any written notices or other written communications from any third Persons alleging that the consent of such Person is or may be required with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated by it under this Agreement, in any such case if and only to the extent that such untruth or (d) any material event, developmentinaccuracy, or occurrence that such failure, would reasonably be expected to give rise cause any of the conditions to a failure the obligations of a condition precedent the Company to consummate the transactions contemplated hereby set forth in Article IX or Section 7.3(a) and Section 7.3(b) to not be satisfied at the Closing; provided that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements be deemed to modify any representation or warranty of the parties herein Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the parties hereunder Company to consummate the transactions contemplated by this Agreement or constitute, in and of itself, a breach giving rise the remedies available to the failure parties hereunder; and provided further that the terms and conditions of a condition the Confidentiality Agreement shall apply to any information provided to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach Company pursuant to this Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfied6.13(b).

Notification of Certain Matters. During (a) At all times during the period following commencing on the date hereof of this Agreement and continuing until the earlier to occur of the Closing Date and the termination of this Agreement pursuant to its termsArticle IX and the Acceptance Time, each the Company shall give prompt notice to Parent and Acquisition Sub upon becoming aware that any representation or warranty made by it in this Agreement has become untrue or inaccurate in any material respect, or of Seller any failure of the Company 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, in any such case if and Purchaser only to the extent that such untruth or inaccuracy, or such failure, would reasonably be expected to cause any of the conditions to the obligations of Parent and Acquisition Sub to consummate the transactions contemplated hereby set forth in paragraphs (C)(2) and (C)(3) of Annex A to fail to be satisfied at the then scheduled expiration of the Offer; provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Acquisition Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 7.13(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Effective Time, Parent shall give prompt notice to the other party Company upon receiving Knowledge of (a) becoming aware that any noticesrepresentation or warranty made by Parent or Acquisition Sub in this Agreement has become untrue or inaccurate in any material respect, complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities failure of Parent or Acquisition Sub 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, in any such case if and only to the transactions contemplated hereby extent that such untruth or by inaccuracy, or such failure, would reasonably be expected to prevent, materially delay or materially impair the Ancillary Agreements, (b) any written notices or other written communications from any third Persons alleging that ability of Parent and Acquisition Sub to consummate the consent of such Person is or may be required with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to Merger and the transactions contemplated by this Agreement, Agreement (including the Offer and the Merger) or (d) any material event, development, or occurrence that would reasonably be expected the ability of Parent and Acquisition Sub to give rise to a failure of a condition precedent set forth in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by fully perform their respective covenants and obligations under this Agreement; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements be deemed to modify any representation or warranty of the parties herein Parent or Acquisition Sub set forth in this Agreement or the conditions to the obligations of the parties hereunder Company to consummate the transactions contemplated by this Agreement or constitute, in and of itself, a breach giving rise the remedies available to the failure parties hereunder; and provided further, that the terms and conditions of a condition the Confidentiality Agreement shall apply to any information provided to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach Company pursuant to this Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfied7.13(b).

Notification of Certain Matters. During (a) At all times during the period following commencing with the date hereof execution and delivery of this Agreement and continuing until the earlier to occur of the Closing Date and the termination of this Agreement pursuant to its termsArticle IX and the Effective Time, each the Company shall give prompt notice to Parent and Acquisition Sub upon becoming aware that any representation or warranty made by it in this Agreement has become untrue or inaccurate in any material respect, or of Seller any failure of the Company 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, in any such case if and Purchaser only to the extent that such untruth or inaccuracy, or such failure, would reasonably be expected to cause any of the conditions to the obligations of Parent and Acquisition Sub to consummate the transactions contemplated hereby set forth in paragraphs (C)(2) and (C)(3) of Annex A to fail to be satisfied at the then scheduled expiration of the Offer; provided that no such notification shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Acquisition Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided further that the terms and conditions of the Confidentiality Agreements shall apply to any information provided to Parent pursuant to this Section 7.12(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Effective Time, Parent shall give prompt notice to the other party Company upon receiving Knowledge of (a) becoming aware that any noticesrepresentation or warranty made by Parent or Acquisition Sub in this Agreement has become untrue or inaccurate in any material respect, complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities failure of Parent or Acquisition Sub to comply with respect to the transactions contemplated hereby or by the Ancillary Agreements, (b) any written notices or other written communications from any third Persons alleging that the consent of such Person is or may be required with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of satisfy in any material Action involving Seller respect any covenant, condition or any of its Subsidiaries agreement to be complied with or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated satisfied by it under this Agreement, in any such case if and only to the extent that such untruth or (d) any material event, developmentinaccuracy, or occurrence that such failure, would reasonably be expected to give rise to a failure of a condition precedent set forth in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement (including the Offer and the Merger) or the ability of Parent and Acquisition Sub to fully perform their respective covenants and obligations under this Agreement; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements be deemed to modify any representation or warranty of the parties herein Parent or Acquisition Sub set forth in this Agreement or the conditions to the obligations of the parties hereunder Company to consummate the transactions contemplated by this Agreement or constitute, in and of itself, a breach giving rise the remedies available to the failure parties hereunder; and provided further that the terms and conditions of a condition the Confidentiality Agreements shall apply to any information provided to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach Company pursuant to this Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfied7.12(b).

Notification of Certain Matters. During the period following (a) Between the date hereof until and the earlier of the Closing Date and the termination of this Agreement pursuant to in accordance with its terms, each of Seller and Purchaser , (i) MLIM Parent shall give reasonably prompt notice to the other party upon receiving Knowledge BlackRock of (aA) the occurrence or existence of (1) the breach in any material respect of a representation or warranty made by MLIM Parent in this Agreement, (2) any noticesfact, complaintscircumstance or event that would reasonably be expected to prevent or materially delay any condition precedent to any party’s obligations from being satisfied, investigations and/or (3) a MLIM Material Adverse Effect, in each case of which MLIM Parent becomes aware; (B) any notice or hearings other written communication (other than routine notices or communications indicating that in the same may be contemplatedordinary course of business) of from any Governmental Authorities Authority with respect to the transactions contemplated hereby Transactions; or by the Ancillary Agreements, (bC) any written notices notice or other written communications communication from any third Persons Person alleging that the consent Consent of such Person is or may be required in connection with respect the Transactions; and Table of Contents (ii) BlackRock shall give reasonably prompt notice to the transactions contemplated hereby or by the Ancillary Agreements, MLIM Parent of (cA) the institution occurrence or existence of (1) the breach in any material Action involving Seller respect of a representation or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, warranty made by BlackRock in each case, to the transactions contemplated by this Agreement, or (d2) any material eventfact, development, circumstance or occurrence event that would reasonably be expected to give rise to a failure of a condition precedent set forth in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement; providedany condition precedent to any party’s obligations from being satisfied, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements of the parties herein or the conditions to the obligations of the parties hereunder or constituteand/or (3) a BlackRock Material Adverse Effect, in and each case of itself, a breach giving rise to the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement which BlackRock becomes aware; (B) any notice or amend in writing the Seller Disclosure Letter other written communication (other than routine notices or communications) from any Governmental Authority with respect to the Transactions; and (C) any matter, event, circumstance notice or condition which was other written communication from any Person alleging that the Consent of such Person is or may be required in connection with the Transactions. (or, if occurring before, or existing and known at, b) Between the date hereof and the earlier of the Closing Date and the termination of this AgreementAgreement in accordance with its terms, (i) Unless prohibited by Applicable Law, would have been requiredMLIM Parent shall make available to BlackRock, promptly after the same become available, complete and correct copies of all inspection reports and correspondence and other documents relating to any inquiry or investigation provided to any MLIM Company or a MLIM Fund by any Governmental Authority. The foregoing sentence shall not apply to Tax matters, which shall be governed exclusively by Article VIII. (ii) Unless prohibited by Applicable Law, BlackRock shall make available to MLIM Parent, promptly after the same becomes available, complete and correct copies of all inspection reports and correspondence and other documents relating to any investigation provided to any BlackRock Controlled Affiliate or a BlackRock Fund by any Governmental Authority. The foregoing sentence shall not apply to Tax matters, which shall be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure governed exclusively by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfiedVIII.

Notification of Certain Matters. During Seller Parent may (but is not obligated to) deliver to the period following Buyer no later than the end of the second (2nd) Business Day prior to the Closing Date a schedule of changes (the “Update Schedule”) to any of the information contained in the Schedules hereto (including changes to any other representations or warranties in Article III hereof as to which no Schedule has been created as of the date hereof but as to which a Schedule would have been required if such changes had existed on the date hereof), which changes are required as a result of events or circumstances occurring subsequent to the date hereof which would render any representation or warranty inaccurate or incomplete at any time after the date of this Agreement until the earlier Closing Date, which Update Schedule shall be dated as of the Closing Date and the termination of this Agreement pursuant to its terms, each of Seller and Purchaser shall give prompt notice to the other party upon receiving Knowledge of (a) any notices, complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities with respect to the transactions contemplated hereby or by the Ancillary Agreements, (b) any written notices or other written communications from any third Persons alleging that the consent of such Person is or may be required with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated by this Agreement, or (d) any material event, development, or occurrence that would reasonably be expected to give rise to a failure of a condition precedent set forth in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this AgreementDate; provided, however, that without prejudice in no event shall such Update Schedule limit in any way Seller Parent’s liability pursuant to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements of the parties herein or the conditions to the obligations of the parties hereunder or constitute, in and of itself, a breach giving rise to the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter this Agreement with respect to any matterinaccuracy or incompleteness in the Schedules as of the date hereof. Regardless of whether Seller Parent delivers an Update Schedule in accordance with the immediately preceding sentence, event, circumstance or condition which was required (or, if occurring before, or existing and known at, at any time after the date of this AgreementAgreement until the Closing Date, would Seller Parent shall promptly notify the Buyer of any facts, events or circumstances of which Seller Parent becomes aware which could reasonably be expected, individually or in the aggregate, to have been required) a material adverse effect on the Business taken as a whole. From and after the date hereof until the Closing Date, Seller Parent shall promptly deliver to be set forth Buyer copies of any correspondence or described on Sections 4.04communications received or sent by any of Seller Parent or any Seller (with respect to the Business), 4.05or by any Sold Company or Sold Company Subsidiary, 4.08to or from, 4.11as applicable, 4.17 and 4.20 of any Governmental Authority with respect to any matters regarding the Seller Disclosure Letter. For clarity, neither Business’ compliance with any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfiedExport Control Laws.

Notification of Certain Matters. During the period following the date hereof until the earlier Each of the Closing Date Voicestream and the termination of this Agreement pursuant to its terms, each of Seller and Purchaser DT shall give prompt notice to each other of the other party upon receiving Knowledge of following: (a) any notices, complaints, investigations the occurrence or hearings (or communications indicating that the same may be contemplated) nonoccurrence of any Governmental Authorities with event whose occurrence or nonoccurrence would be likely to cause either (i) any representation or warranty contained in this Agreement of such Party to be untrue, inaccurate or incomplete in any material respect at any time from the date hereof to the transactions contemplated hereby Effective Time if such failure to be true, accurate or by complete would cause the Ancillary Agreementscondition set forth in Section 6.02(a) or 6.03(a) not to be satisfied, in which case the Party required to give prompt notice thereof shall promptly update and deliver to the others any Schedules hereto which require an update to remain true, accurate and correct or (ii) directly or indirectly, any Material Adverse Effect on such Party; (b) any written notices or other written communications from any third Persons alleging that the consent material failure of such Person is Party, or may any officer, director, employee or agent of any thereof, to comply with or satisfy any covenant or agreement to be required complied with respect or satisfied by it hereunder (if such failure would cause the condition set forth in Section 6.02(b) or 6.03(b) not to the transactions contemplated hereby or by the Ancillary Agreements, be satisfied); (c) any facts relating to such Party which would make it necessary or advisable to amend the institution of any material Action involving Seller Voicestream Proxy Statement or any of its Subsidiaries the Registration Statement in order to make the statements therein not misleading or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated by this Agreement, or (d) any material event, development, or occurrence that would reasonably be expected to give rise to a failure of a condition precedent set forth in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreementcomply with applicable law; provided, however, that without prejudice the delivery of any notice pursuant to Purchaser’s rights under Article XI, no such notification this Section 5.04 shall not limit or failure to make such notification shall otherwise affect the representations, warranties, covenants or agreements remedies available hereunder to the Parties receiving such notice; and (d) Promptly upon receipt by Voicestream from any Voicestream stockholder who is a party to the Stockholder Agreements of a proxy card sent to the Voicestream stockholders with the Voicestream Proxy Statement and in accordance with Section 5 of the parties herein Stockholders Agreements, but in no event later than the second Business Day following such receipt or, if such receipt is on or after the conditions fifth Business Day prior to the obligations Closing, then on the date of the parties hereunder or constitutesuch receipt, in Voicestream shall notify DT orally of its receipt and provide DT with copy of itself, a breach giving rise to the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter such proxy card. (e) Voicestream will not settle any claim with respect to Section 1.19 and 1.20 the Tax Sharing Agreement (the "355 Provisions") or amend, modify or terminate the 355 provisions without the prior written consent of DT. Voicestream will promptly provide DT with any matter, event, circumstance notice of indemnification claim or condition which was required (or, if occurring before, other notice of communication with respect to or existing and known at, under the date of this Agreement, would have been required) Tax Sharing Agreement with respect to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter355 Provisions. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used Voicestream will use its commercially reasonable best efforts to do sopermit DT to participate in the negotiation, will be taken into account resolution, settlement and contest of any claim or tax refund related to any items for any purpose which Voicestream has sole indemnification responsibility under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfied355 Provisions.

Notification of Certain Matters. During the period following the date hereof until the earlier (a) Each of the Closing Date Powertel and the termination of this Agreement pursuant to its terms, each of Seller and Purchaser DT shall give prompt notice to each other of the following: (i) the occurrence or nonoccurrence of any event whose occurrence or nonoccurrence would be likely to cause either (i) any representation or warranty contained in this Agreement of such Party to be untrue, inaccurate or incomplete in any material respect at any time from the date hereof to the Effective Time if such failure to be true, accurate or complete would cause the condition set forth in Section 6.02(a) or 6.03(a) not to be satisfied, in which case the Party required to give prompt notice thereof shall promptly update and deliver to the other party upon receiving Knowledge of (a) Party any noticesSchedules hereto which require an update to remain true, complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities with respect to the transactions contemplated hereby or by the Ancillary Agreements, (b) any written notices or other written communications from any third Persons alleging that the consent of such Person is or may be required with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated by this Agreement, accurate and correct or (dii) directly or indirectly, any Material Adverse Effect on such Party; (ii) any material event, developmentfailure of such Party, or occurrence that any officer, director, employee or agent of any thereof, to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder (if such failure would reasonably be expected to give rise to a failure of a cause the condition precedent set forth in Article IX Section 6.02(b) or that 6.03(b) not to be satisfied); and (iii) any facts relating to such Party which would otherwise reasonably be expected make it necessary or advisable to prevent amend the Powertel Proxy Statement or materially delay the consummation of DT Registration Statement in order to make the transactions contemplated by this Agreementstatements therein not misleading or to comply with applicable law; provided, however, that without prejudice the delivery of any notice pursuant to Purchaser’s rights under Article XI, no such notification this Section 5.03 shall not limit or failure to make such notification shall otherwise affect the representations, warranties, covenants or agreements remedies available hereunder to the Parties receiving such notice. (iv) Promptly upon receipt by Powertel from any Powertel stockholder who is a party to the Powertel Stockholder Agreements of a proxy card sent to the Powertel stockholders with the Powertel Proxy Statement and in accordance with Section 5 of the parties herein or Stockholders Agreement, but in no event later than the conditions to the obligations of the parties hereunder or constitute, in and of itself, a breach giving rise to the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (second Business Day following such receipt or, if occurring beforesuch receipt is on or after the fifth Business Day prior to the Closing, or existing and known at, then on the date of this Agreementsuch receipt, would have been requiredPowertel shall notify DT orally of its receipt and provide DT with copy of such proxy card. (b) DT shall promptly provide to be set forth Powertel a copy of any written notice given by DT to VoiceStream or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 received by DT from VoiceStream of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes termination of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfiedVoiceStream Merger Agreement.

Notification of Certain Matters. During the period following the date hereof until the earlier of the Closing Date (a) Zoetis and the termination of this Agreement pursuant to its terms, Target shall each of Seller and Purchaser shall give prompt notice to the other party upon receiving Knowledge Party if any of the following occur after the date of this Agreement: (ai) any notices, complaints, investigations or hearings (or communications indicating that the same may be contemplated) receipt of any Governmental Authorities with respect written notice to the transactions contemplated hereby or by the Ancillary Agreements, (b) any written notices or other written communications receiving Party from any third Persons Person alleging that the consent or approval of such third Person is or may be required in connection with respect to the transactions contemplated hereby or by Acquisition and the Ancillary Agreements, other Transactions and such consent could (cin the good faith determination of such Party) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated by this Agreement, or (d) any material event, development, or occurrence that would reasonably be expected to give rise to a failure of a condition precedent set forth in Article IX or that would otherwise reasonably be expected to (A) prevent or materially delay the consummation of the transactions contemplated by Transactions or (B) be material to Zoetis or Target; (ii) receipt of any notice or other communication from any Governmental Body in connection with the Acquisition and the other Transactions; or (iii) the occurrence of an event which would or would be reasonably likely to (A) prevent or materially delay the Transactions or (B) result in the failure of any condition to the Acquisition set forth in this AgreementAgreement to be satisfied; provided, however, that without prejudice the delivery of any notice pursuant to Purchaser’s rights under Article XI, this Clause 7.6(a) shall not limit or otherwise affect the remedies of Target or Zoetis available hereunder and no such notification information delivered pursuant to this Clause 7.6(a) shall update any section of the Target Disclosure Letter or failure to make such notification shall affect the representations, warranties, covenants representations or agreements warranties of the parties herein Parties hereunder. (b) Target shall promptly, but no later than twenty four (24) hours of the receipt of notice of, or becoming aware of, the occurrence of any matter described in Clause 7.6(b)(i)-(iii), notify Zoetis of: (i) Any results of any Study, or other information that becomes known to Target, including Adverse Events or other unfavourable safety, quality or efficacy information, that would reasonably be expected to materially adversely impact the Target Products, the Target Product development, or the conditions potential Governmental Authorisation for a Target Product to allow Target to manufacture, study, commercially market, promote, and sell such Target Product; (ii) Any material communication, correspondence, or interaction (as defined below) with a Governmental Body or other review authority, including the European Medicines Agency, the FDA, the United States Department of Agriculture, the Health Products Regulatory Authority, the Irish Department of Agriculture, Food and the Marine or an IACUC pertaining to the obligations Transactions, Target’s business, Target Products, Studies, or Target Product-related services being provided by a third-party. For purposes of this Clause, “material communication, correspondence, or interaction” means any oral or written communication concerning inspections, audits, meetings, material comments on any Target proposed, pending, in-process, or completed Studies; any requirement to terminate, materially modify, or otherwise suspend or place a Study on hold; any material manufacturing issues with regard to the Target Products; or any notices or other assertions of noncompliance, such as warning letters, untitled letters, cyber letters, notices of violation, regulatory letters, adverse inspectional findings, FDA Forms 483, or other notice of enforcement action, including without limitation, any suspension, consent decree, corporate integrity agreement, monitoring agreement, assurance of voluntary compliance, settlement order, notice of criminal investigation, indictment, sentencing memorandum, plea agreement, court order, target or no-target letter, or other similar agreement or action relating to a Study, Target Product, such third-party’s services, the Transactions, or Target’s business; as well as any notice of the parties hereunder pendency, investigation, or constitute, in and threat of itself, a breach giving rise to the failure foregoing. In the case of a condition to the Closing set forth in Article IX. For informational purposes onlymeeting, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring beforeinspection, or existing and known at, audit occurring after the date of this Agreement, Target shall, to the extent permitted by the Governmental Body or review authority, provide Zoetis with the opportunity to assist with the preparation for and to attend and participate in such meeting, inspection, or audit. In all other circumstances, prior to submitting or engaging in a communication, correspondence or interaction (whether written or oral) with a Governmental Body or review authority that would have been requiredreasonably be material to Target’s business, Target Products, Studies, or Target Product-related services being provided by a third-party, Target shall provide Zoetis with the reasonable opportunity to review and comment on the proposed communication, correspondence, or interaction and will consider incorporation of such comments in good faith; or (iii) to be set forth Any reportable environmental, health or described on Sections 4.04safety incident or issue at any facility owned, 4.05leased or operated by Target. (c) Target shall provide Zoetis with all reasonably requested information and documentation concerning Target’s business, 4.08Target Products, 4.11Studies, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure Target Product-related services being provided by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfiedthird-party.

Notification of Certain Matters. During the period following the date hereof until the earlier of the Closing Date and the termination of this Agreement pursuant to its terms, each of Seller and Purchaser The Company shall give prompt written notice to the other party upon receiving Knowledge of IntraLinks of: (a) any noticesinaccuracy in any of its representations or warranties, complaints, investigations and the occurrence or hearings (or communications indicating that the same may be contemplated) non-occurrence of any Governmental Authorities with event that is likely to cause any of its representations or warranties contained in this Agreement to be untrue or inaccurate in any material respect (for representations and warranties that are not qualified by materiality) and in any respect (for representations and warranties that are not qualified by materiality) at or prior to the transactions contemplated hereby Effective Time, provided, however, that notice of any inaccuracy (without regard to materiality) at or by prior to the Ancillary AgreementsEffective time in the representations set forth in Section 2.14, Section 2.16, Section 2.20 and Section 2.27 shall be provided to IntraLinks as aforesaid regardless of whether of the inaccuracy is material; (b) any written notices failure to comply with or other written communications from satisfy in any third Persons alleging that material respect any of the consent of such Person is covenants, conditions or may agreements to be required complied with respect to the transactions contemplated hereby or satisfied by the Ancillary Agreements, it hereunder; and (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated by this Agreement, or (d) any material event, developmentcondition, fact or occurrence circumstance that would reasonably be expected to give rise to a failure make any of a condition precedent the conditions set forth in Article IX or that would otherwise reasonably VI required to be expected to prevent or materially delay the consummation satisfied by it incapable of the transactions contemplated by this Agreementbeing satisfied in a timely manner; provided, however, that without prejudice the delivery of any notice pursuant to Purchaser’s rights under Article XIthis Section 4.6 shall not limit or otherwise affect any remedies available to IntraLinks, no such notification Merger Sub or failure to make such notification shall affect any Indemnified Party, including the representations, warranties, covenants or agreements right of the parties herein or Indemnified Parties to be indemnified pursuant to Article VII hereof; provided, further, however, that, if on account of such disclosure pursuant to subsection (c) above, IntraLinks has the conditions right to, but does not elect to, terminate this Agreement within one (1) Business Day following the receipt of such notice, then (i) IntraLinks shall be deemed to the obligations of the parties hereunder or constitute, in and of itself, a breach giving rise have waived its right to the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter terminate this Agreement with respect to such matter (but not any matterright to indemnification pursuant to Article VII), and (ii) such event, condition, fact or circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) to shall be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or disregarded for purposes of determining whether or not the conditions set forth in Section 9.02 Article VI have been satisfied.

Notification of Certain Matters. During the period following the date hereof until the earlier of the Closing Date and the termination of this Agreement pursuant to its terms, each of Seller and Purchaser shall give prompt notice to the other party upon receiving Knowledge of (a) During the Pre-Closing Period, each Party shall promptly notify the other Party of any notices, complaints, investigations or hearings occurrence of which it is aware (or communications indicating of which it should reasonably be aware) that the same may be contemplated) of any Governmental Authorities with respect would or is reasonably likely to the transactions contemplated hereby or by the Ancillary Agreements, (b) any written notices or other written communications from any third Persons alleging that the consent of such Person is or may be required with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or result in any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated by this Agreement, or (d) any material event, development, or occurrence that would reasonably be expected to give rise to a failure of a condition precedent conditions set forth in Article IX ‎Article 6 to (i) be incapable of being satisfied or that would otherwise reasonably (ii) not be expected to prevent or materially delay satisfied by the consummation of the transactions contemplated by this AgreementTermination Date; provided, however, that without prejudice to Purchasereither Party’s rights under Article XI, no such notification or good faith failure to make give notice of any such notification occurrence as required pursuant to this ‎Section 5.3 shall affect the representations, warranties, covenants or agreements not be (i) deemed to be a breach of the parties herein covenant contained in this ‎Section 5.3‎, but instead shall (if applicable) constitute only a breach of the applicable underlying representation, warranty, covenant or agreement, or (ii) taken into account in determining whether the conditions to the obligations of the parties hereunder or constitute, in and of itself, a breach giving rise to the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 ‎‎Article 6 have been satisfied. (b) For a period of eighteen (18) months after the Closing, (i) Buyer shall not, and shall cause the Acquired Companies to not, offer an audit of historical reporting practices in connection with any proposal to a programmer to renegotiate or renew any of the Contracts referenced in ‎Section 3.13(a)(ii); provided that this clause (i) shall not (A) limit the ability of Buyer or any Acquired Company to respond to a request from a programmer to conduct an audit or (B) respond to a claim by a programmer of a breach of any such Contract and (ii) if any such audit does take place or any Acquired Company becomes aware of such audit, Buyer shall use reasonable efforts to (x) notify Sellers that such audit has commenced, (y) periodically apprise Sellers of the state of such audit and (z) provide Sellers with the right to participate in any such audit, which right shall include the right to be consulted about all significant decisions made regarding the conduct of such audit and the right to have a reasonable opportunity to provide input to the representatives of Buyer regarding all such significant decisions.

Notification of Certain Matters. During the period following the date hereof until the earlier of the Closing Date and the termination of this Agreement pursuant to its terms, each of Seller and Purchaser (a) Each party shall give prompt notice to the other party upon receiving Knowledge other, of (ai) the occurrence or non-occurrence of any Event the occurrence or non-occurrence of which would be likely to cause (A) any notices, complaints, investigations representation or hearings (warranty made by it contained in this Agreement to be untrue or communications indicating inaccurate in any respect such that one or more of the same may conditions of Closing might not be contemplated) of any Governmental Authorities with respect to the transactions contemplated hereby or by the Ancillary Agreements, (b) any written notices or other written communications from any third Persons alleging that the consent of such Person is or may be required with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated by this Agreementsatisfied, or (dB) any material eventcovenant, developmentcondition or agreement made by it contained in this Agreement not to be complied with or satisfied, or occurrence that would reasonably be expected to give rise to a failure of a condition precedent set forth (C) in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation case of the transactions contemplated Company, any change to be made in the Company Disclosure Schedule or in the case of American, any change to be made in the American Disclosure Schedule, as the case may be, in any respect such that one or more of the conditions of Closing might not be satisfied, and (ii) any failure made by this Agreementit to comply with or satisfy, or be able to comply with or satisfy, any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that without prejudice the delivery of any notice pursuant to Purchaser’s rights under Article XI, no such notification this Section shall not limit or failure to make such notification shall otherwise affect the representations, warranties, covenants or agreements of the parties herein or the conditions remedies available hereunder to the obligations party receiving such notice, except as provided in paragraph (b) below. (b) Each party shall have the right to deliver to the other party a written disclosure letter which shall contain a specific reference to this Section 6.4(b) and a request that the other party indicate its position with respect to the disclosed breach within ten (10) business days after receipt of the parties hereunder or constitute, in and such disclosure letter as to any matter which it becomes aware following execution of itself, this Agreement which would constitute a breach giving rise to the failure of a condition to the Closing any representation, warranty, covenant or agreement set forth in Article IXthis Agreement by such party, identifying on such disclosure letter the representation, warranty, covenant or agreement which would be so breached; provided, however, that each such disclosure letter shall be delivered as soon as practicable after such party becomes aware of the matter as disclosed therein. For informational purposes onlyThe non-disclosing party shall have ten (10) business days after its receipt of such disclosure letter to notify the disclosing party that (i) it will close notwithstanding the new disclosure, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring beforeii) it will not close based on such new disclosure, or existing and known at, the date of this Agreement, would have been required(iii) further investigation or negotiation is required for it to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of reach a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining determination whether or not the conditions set forth in Section 9.02 have been satisfiedto close based on such new disclosure.

Notification of Certain Matters. During (a) The Sellers shall give ------------------------------- prompt notice to Parent of any notice of, or other communication relating to, a material default or event that, with notice or lapse of time or both, would become a material default, received by the period following Sellers subsequent to the date hereof until the earlier of the Closing Date and the termination of this Agreement pursuant and prior to the Closing, under any material contract to which the Company or any of its terms, each of Seller subsidiaries is a party or is subject. The Sellers and Purchaser Parent shall give prompt notice to the each other party upon receiving Knowledge of (ai) any notices, complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities with respect to the transactions contemplated hereby or by the Ancillary Agreements, (b) any written notices notice or other written communications communication from any third Persons party alleging that the consent of such Person third party is or may be required in connection with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated by this Agreement, Agreement and (ii) the occurrence or non-occurrence of any events the occurrence or non-occurrence of which would cause either (dw) any material event, development, a representation or occurrence that would reasonably be expected to give rise to a failure of a condition precedent set forth warranty con- tained in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements of the parties herein or the conditions to the obligations of the parties hereunder or constitute, in and of itself, a breach giving rise to the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) in any Schedule to the Disclosure Letter or in any certificate delivered pursuant to this Agreement and not qualified by any materiality standard, to be set forth untrue or described on Sections 4.04inaccurate in any material respect, 4.05(x) any other representation or warranty contained in this Agreement, 4.08, 4.11, 4.17 and 4.20 of in any schedule to the Seller Disclosure Letter. For clarity, neither Letter or in any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach certificate delivered pursuant to Section 11.01(athis Agreement, to be untrue or inaccurate in any respect, (y) and determining the amount any of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfiedArticle VI or VII to be unsatisfied in any material respect at the Closing; provided that the parties hereto need not give notice -------- ---- with respect to events that are reported in the financial or general interest newspapers that do not specifically relate to the Sellers, the Company or any of its subsidiaries or Parent or their respective businesses or (z) any failure to comply with or satisfy any covenants, condition or agreement to be complied with or satisfied by it hereunder. (b) The Sellers shall provide Parent with (i) the audited consolidated balance sheet of the Company and its subsidiaries as of January 30, 1999 and the related statements of operations, shareholder's deficiency and cash flows for the fiscal year then ended, all as certified by the Company's independent accountants, within three (3) business days after preparation and certification thereof, (ii) the unaudited consolidated balance sheet of the Company and its subsidiaries, and the related consolidated statements of operations, shareholders' deficiency and cash flows of the Company and its consolidated subsidiaries, for each fiscal quarter ending prior to the Closing, within forty- five days after the end of each such fiscal quarter and (iii) the unaudited statement of operations of the Company for each fiscal month ending prior to the Closing, within thirty days after the end of each such fiscal month. In addition, subject to compliance with the Antitrust Laws, the Sellers shall cause the Company to deliver to Parent on a weekly basis its internal sales overview reports promptly as they are prepared by the Company for each such week.

Notification of Certain Matters. During (a) At all times during the period following commencing with the date hereof execution and delivery of this Agreement and continuing until the earlier to occur of the Closing Date and the termination of this Agreement pursuant to its termsArticle IX and the Effective Time, each the Company shall give prompt notice to Parent and Acquisition Sub upon becoming aware that any representation or warranty made by it in this Agreement has become untrue or inaccurate, or of Seller any failure of the Company 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, in any such case if and Purchaser only to the extent that such untruth or inaccuracy, or such failure, would reasonably be expected to cause any of the conditions to the obligations of Parent and Acquisition Sub to consummate the transactions contemplated hereby set forth in clauses (C)(2) and (C)(3) of Annex A to fail to be satisfied at the then scheduled expiration of the Offer; provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Acquisition Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 7.13(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Time, Parent shall give prompt notice to the other party Company upon receiving Knowledge of (a) becoming aware that any notices, complaints, investigations representation or hearings (warranty made by Parent or communications indicating that the same may be contemplated) Acquisition Sub in this Agreement has become untrue or inaccurate in any material respect or of any Governmental Authorities failure of Parent or Acquisition Sub to comply with respect to the transactions contemplated hereby or by the Ancillary Agreements, (b) any written notices or other written communications from any third Persons alleging that the consent of such Person is or may be required with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of satisfy in any material Action involving Seller respect any covenant, condition or any of its Subsidiaries agreement to be complied with or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated satisfied by it under this Agreement, in any such case if and only to the extent that such untruth or (d) any material event, developmentinaccuracy, or occurrence that such failure, would reasonably be expected to give rise to a failure of a condition precedent set forth in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement (including the Offer and the Merger) or the ability of Parent and Acquisition Sub to fully perform their respective covenants and obligations under this Agreement; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements be deemed to modify any representation or warranty of the parties herein Parent or Acquisition Sub set forth in this Agreement or the conditions to the obligations of the parties hereunder Company to consummate the transactions contemplated by this Agreement or constitute, in and of itself, a breach giving rise the remedies available to the failure parties hereunder; and provided further, that the terms and conditions of a condition the Confidentiality Agreement shall apply to any information provided to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach Company pursuant to this Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfied7.13(b).

Notification of Certain Matters. During (a) From the period following the date hereof Execution Date until the earlier of the Closing Date Date, Seller and the termination of this Agreement pursuant to its terms, each of Seller and Purchaser Unitholders shall give prompt written notice to the other party upon receiving Knowledge Buyer of (ai) the occurrence, or failure to occur, of any event, circumstance or fact that is reasonably likely to cause any representation or warranty of Seller or the Unitholders contained in this Agreement to be untrue in any material respect; (ii) any noticesfailure of Seller or the Unitholders to comply with or satisfy, complaintsin any material respect, investigations any covenant, condition or hearings agreement to be complied with or satisfied by it or them under this Agreement; and (iii) any other material development affecting the Purchased Assets or communications indicating the Assumed Liabilities, including, but not limited to, the notice of non-renewal or termination of a Material Contract. Such notice shall provide a reasonably detailed description of the relevant circumstances and shall include the amount that Seller and the same may Unitholders believe, based on facts known to Seller and the Unitholders, would be contemplated) of any Governmental Authorities with respect payable by Seller or the Unitholders pursuant to the transactions contemplated hereby or by the Ancillary Agreements, (b) any written notices or other written communications from any third Persons alleging that the consent of such Person is or may be required with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated by this Agreement, or (d) any material event, development, or occurrence that would reasonably be expected to give rise to a failure of a condition precedent indemnification provisions set forth in Article IX 10. The content of any notice or that would otherwise reasonably be expected update delivered by Seller and the Unitholders to prevent or materially delay the consummation of the transactions contemplated by this Agreement; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements of the parties herein or the conditions to the obligations of the parties hereunder or constitute, in and of itself, a breach giving rise to the failure of a condition Buyer prior to the Closing set forth Date pursuant to this Section 6.4 shall not be deemed to amend or supplement the Schedules or to modify the applicable representations, warranties and covenants contained in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement this Agreement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including other Transaction Documents for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) whether applicable conditions precedent in Article 8 are satisfied or for purposes of determining whether or not calculating Seller’s and the conditions Unitholders’ indemnification obligations set forth in Section 9.02 have been satisfiedArticle 10. (b) If (i) Seller or the Unitholders discover at any time following the Execution Date that any Material Contract exists that is not disclosed on Schedule 4.12(a) or any Contract exists that is not disclosed on Schedule 2.1(d); or (ii) Seller enters into a Contract between the Execution Date and the Closing Date that would be required to be disclosed on Schedule 4.12(a) or Schedule 2.1(d), then Seller and the Unitholders shall promptly notify Buyer of such fact and provide Buyer with an accurate and complete copy of such Contract. Buyer may, in its sole discretion, designate such Contract either as an Assumed Contract or Excluded Contract, and if Buyer elects to treat such Contract as an Assumed Contract, the Parties shall update Schedule 2.1(d) accordingly.

Notification of Certain Matters. During (a) The Company and the period following Sellers shall give prompt written notice to Buyer of (i) the occurrence, or failure to occur, of any event which occurrence or failure would be likely to cause any representation or warranty of the Company and/or Sellers contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof until to the earlier Closing Date, (ii) any failure of the Closing Date and the termination of Company and/or Sellers to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by them under this Agreement pursuant to its termsAgreement, each of Seller and Purchaser shall give prompt notice to the other party upon receiving Knowledge of (aiii) any noticesmaterial claims, complaintsactions, proceedings or investigations commenced or hearings (threatened, involving or communications indicating that affecting the same may be contemplated) of any Governmental Authorities with respect to the transactions contemplated hereby or by the Ancillary Agreements, (b) any written notices or other written communications from any third Persons alleging that the consent of such Person is or may be required with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller Company or any of its Subsidiaries properties or Purchaser assets, and (iv) any material adverse change in the business condition of the Company or the occurrence of an event known to the Sellers which, so far as reasonably can be foreseen at the time of its occurrence, would result in any such change. (b) In addition to, and not in lieu of, the foregoing, the Company and the Sellers shall deliver to Buyer a true and complete schedule of changes (the "Update Schedule") to any of the information contained in the Schedules to this Agreement (including changes to any other representations or warranties of the Company in Article II hereof and to any other representations or warranties of the Sellers in Article III hereof for which no Schedules have been created as of the date hereof but as to which a Schedule would have been required hereunder to have been created on or before the date hereof if such changes had existed on the date hereof) in writing to Buyer, dated on or prior to the Closing Date. (c) Buyer shall give prompt written notice to the Sellers of (i) the occurrence, or failure to occur, of any event which occurrence or failure would be likely to cause any representation or warranty of Buyer contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Closing Date, (ii) any failure of Buyer to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (iii) any material claims, actions, proceedings or investigations commenced or threatened, involving or affecting Buyer or any of its Subsidiaries that relatesproperties or assets, and (iv) any material adverse change in each casethe business condition of Buyer or the occurrence of an event known to Buyer which, to so far as reasonably can be foreseen at the transactions contemplated by this Agreementtime of its occurrence, or would result in any such change. (d) The Company shall inform the Buyer without undue delay of any material eventjudicial or extra-judicial proceedings that have been commenced or threatened in respect of any copyright or other intellectual property rights or any other rights connected with the Software of which it becomes aware and shall co-operate fully with the Buyer in the defense of such rights, development, or occurrence that would reasonably be expected to give rise to a failure at the request of a condition precedent set forth in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements of the parties herein or the conditions and to the obligations of the parties hereunder or constitute, in and of itself, a breach giving rise to the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was extent required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfiedBuyer.

Notification of Certain Matters. During (a) Subject to applicable Law and the instructions of any Governmental Authority, each of the Company and Parent shall keep the other reasonably apprised of the status of matters relating to completion of the transactions contemplated hereby, including (subject to any confidentiality obligations) promptly furnishing the other with copies of notices or other communications received by Parent or the Company, as the case may be, or any of their Subsidiaries, from any Governmental Authority with respect to such transactions. (b) Without limiting the generality of ‎Section 7.6(a) above, at all times during the period following commencing with the date hereof execution and delivery of this Agreement and continuing until the earlier to occur of the Closing Date and the termination of this Agreement pursuant to its terms‎Article IX and the Effective Time, each of Seller and Purchaser the Company shall give prompt notice to the other party Parent and Merger Sub upon receiving Knowledge of becoming aware (ai) that any noticesrepresentation or warranty made by it in this Agreement or any Ancillary Agreement that is qualified as to materiality has become untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, complaints, investigations or hearings (or communications indicating that the same may be contemplatedii) of any Governmental Authorities failure of the Company 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 or any Ancillary Agreement, in any such case set forth in clause (i) and clause (ii), if and only to the extent that such untruth or inaccuracy, or such failure, could reasonably be expected to cause any of the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated hereby set forth in Sections ‎8.2(a) or by ‎8.2(b) to fail to be satisfied at the Ancillary AgreementsClosing, and (biii) any written notices notice or other written communications communication from any third Persons Person alleging that the consent of such Person is or may be required in connection with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated by this Agreement, or (d) any material event, development, or occurrence that would reasonably be expected to give rise to a failure of a condition precedent set forth in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreementhereby; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties herein hereunder; and provided further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this ‎Section 7.6(b). (c) Without limiting the generality of ‎Section 7.6(a) above, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to ‎Article IX and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware (i) that any representation or warranty made by Parent or Merger Sub in this Agreement or any Ancillary Agreement that is qualified as to materiality has become untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, (ii) of any failure of Parent or Merger Sub 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 or any Ancillary Agreement, in any such case if and only to the extent that such untruth or inaccuracy, or such failure, could reasonably be expected to cause any of the conditions to the obligations of the Company to consummate the transaction contemplated hereby set forth in ‎Section 8.3(a) or ‎(b) to fail to be satisfied at the Closing, and (iii) any written notice or other written communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby; provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the parties hereunder Company to consummate the transactions contemplated by this Agreement or constitute, in and of itself, a breach giving rise the remedies available to the failure parties hereunder; and provided further, that the terms and conditions of a condition the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this ‎Section 7.6(c). (d) The Company shall promptly advise Parent orally and in writing of any change or event that has or could reasonably be expected to have a Company Material Adverse Effect. Each of the Company and Parent shall promptly advise the other party orally or in writing of any change or event that has or could reasonably be expected to cause any of the conditions to Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) ‎Article VIII not to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of satisfied by the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfiedOutside Date.

Notification of Certain Matters. During (a) At all times during the period following commencing with the date hereof execution and delivery of this Agreement and continuing until the earlier to occur of the Closing Date and the termination of this Agreement pursuant to its termsArticle VII and the Effective Time, the Company shall give prompt notice to Parent upon becoming aware that any representation made by it in this Agreement has become untrue or inaccurate in any material respect, or of any failure of the Company 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, in each case such that it would result in a failure of Seller the conditions set forth in Section 6.2(a) or Section 6.2(b); provided, however, that no such notification shall affect or be deemed to modify any representations or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Purchaser Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.13(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, Parent shall give prompt notice to the other party Company upon receiving Knowledge of (a) becoming aware that any noticesrepresentation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities failure of Parent or Merger Sub to comply with respect to the transactions contemplated hereby or by the Ancillary Agreements, (b) any written notices or other written communications from any third Persons alleging that the consent of such Person is or may be required with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of satisfy in any material Action involving Seller respect any covenant, condition or any of its Subsidiaries agreement to be complied with or Purchaser or any of its Subsidiaries that relatessatisfied by it under this Agreement, in each case, to the transactions contemplated by this Agreement, or (d) any material event, development, or occurrence case such that it would reasonably be expected to give rise to result in a failure of a condition precedent the conditions set forth in Article IX Section 6.3(a) or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this AgreementSection 6.3(b); provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements be deemed to modify any representation or warranty of the parties herein Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the parties hereunder Company to consummate the transactions contemplated by this Agreement or constitute, in and of itself, a breach giving rise the remedies available to the failure parties hereunder; and provided further, that the terms and conditions of a condition the Confidentiality Agreement shall apply to any information provided to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach Company pursuant to this Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfied5.13(b).

Notification of Certain Matters. During (a) The Sellers shall give prompt notice to Navios, and Navios shall give prompt notice to the period following the date hereof until the earlier Sellers, of the Closing Date and occurrence or non-occurrence of (i) any event, the termination occurrence or non-occurrence of which could reasonably be expected to result in any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect (or, in the case of any representation or warranty qualified by its terms by materiality, then untrue or inaccurate in any respect) and (ii) any failure of the Sellers or Navios, 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 its terms, each this Section 5.3(a) shall not limit or otherwise affect the remedies available hereunder to the Party receiving such notice. (b) Each of Seller the Sellers and Purchaser Navios shall give prompt notice to the other party upon receiving Knowledge of (ai) any notices, complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities with respect to the transactions contemplated hereby or by the Ancillary Agreements, (b) any written notices notice or other written communications communication from any third Persons Person alleging that the consent of such Person is or may be required in connection with respect the Transaction or other transactions contemplated by this Agreement; (ii) any notice or other communication from any Governmental Authority in connection with the Transaction or other transactions contemplated by this Agreement; (iii) any litigation, relating to or involving or otherwise affecting the Nauticler or any Horamar Entity, the Sellers, CNSA or Navios that relates to the Transaction or other transactions contemplated hereby or by the Ancillary Agreements, this Agreement; (civ) the institution occurrence of a default or event that, with notice or lapse of time or both, will become a default under either a Horamar Material Contract or a CNSA Material Contract; and (v) any change that would be considered reasonably likely to result in a Nauticler or CNSA Material Adverse Effect, as the case may be, or is likely to impair in any material Action involving Seller respect the ability of either Navios or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, the Sellers to consummate the transactions contemplated by this Agreement, or (d) any material event, development, or occurrence that would reasonably be expected to give rise to a failure of a condition precedent set forth in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements of the parties herein or the conditions to the obligations of the parties hereunder or constitute, in and of itself, a breach giving rise to the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfied.

Notification of Certain Matters. During (a) Subject to applicable Law and the instructions of any Governmental Authority, each of the Company and Parent shall keep the other reasonably apprised of the status of matters relating to completion of the transactions contemplated hereby, including (subject to any confidentiality obligations) promptly furnishing the other with copies of notices or other communications received by Parent or the Company, as the case may be, or any of their Subsidiaries, from any Governmental Authority with respect to such transactions. (b) Without limiting the generality of Section 7.6(a) above, at all times during the period following commencing with the date hereof execution and delivery of this Agreement and continuing until the earlier to occur of the Closing Date and the termination of this Agreement pursuant to its termsArticle IX and the Effective Time, each of Seller and Purchaser the Company shall give prompt notice to the other party Parent and Merger Sub upon receiving Knowledge of becoming aware (a) any notices, complaints, investigations or hearings (or communications indicating that the same may be contemplatedi) of any Governmental Authorities failure of the Company 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 or any Ancillary Agreement, if and only to the extent that such failure, would reasonably be expected to cause any of the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated hereby or by set forth in Section 8.2(b) to fail to be satisfied at the Ancillary AgreementsClosing, and (bii) any written notices notice or other written communications communication from any third Persons Person alleging that the consent of such Person is or may be required in connection with respect to the transactions contemplated hereby hereby, if the subject matter of such notice or by other communication or the Ancillary Agreements, (c) the institution failure of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, such party to the transactions contemplated by this Agreement, or (d) any material event, development, or occurrence that obtain such consent would reasonably be expected to give rise be material to a failure of a condition precedent set forth in Article IX the Company, the Surviving Company or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this AgreementParent; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties herein hereunder; and provided further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 7.6(b). (c) Without limiting the generality of Section 7.6(a) above, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware (i) that any representation or warranty made by Parent or Merger Sub in this Agreement or any Ancillary Agreement that is qualified as to materiality has become untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, (ii) of any failure of Parent or Merger Sub 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 or any Ancillary Agreement, in any such case if and only to the extent that such untruth or inaccuracy, or such failure, would reasonably be expected to cause any of the conditions to the obligations of the Company to consummate the transaction contemplated hereby set forth in Section 8.3(a) or (b) to fail to be satisfied at the Closing, and (iii) any written notice or other written communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby, if the subject matter of such notice or other communication or the failure of such party to obtain such consent would reasonably be expected to be material to the Company, the Surviving Company or Parent; provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the parties hereunder Company to consummate the transactions contemplated by this Agreement or constitute, in and of itself, a breach giving rise the remedies available to the failure parties hereunder; and provided further, that the terms and conditions of a condition the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 7.6(c). (d) The Company shall promptly advise Parent in writing of any change or event that has or would reasonably be expected to have a Company Material Adverse Effect or cause any of the conditions to Closing set forth in Article IXVIII not to be satisfied by the Outside Date. (e) The Company and any of its Subsidiaries shall keep the Parent informed of the status of any negotiation with any Employees Representative, including by promptly furnishing the Parent with copies of all material written correspondence, notice and other communications received by or sent by the Company (or any of its Affiliates or representatives) from or to Employees Representative. For informational purposes onlyThe Company shall permit the Parent to review in advance any material proposed written correspondence, upon Purchaser’s reasonable request, Seller shall use notices or other communications to be made by the Company or its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect Subsidiaries to any matter, event, circumstance or condition which was required (or, if occurring beforeEmployees Representative and shall consult with the Parent in connection with any such material communications and consider in good faith any comments that the Parent shall make thereon. None of the Company nor its Subsidiaries shall participate in any material meeting, or existing engage in any material substantive conversation, with any Employees Representative without giving the Parent reasonable advance notice of such meeting or conversation and known at, the date of this Agreement, would have been required) opportunity to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 attend and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfiedparticipate.

Notification of Certain Matters. (a) During the period following Pre-Closing Period, the date hereof until the earlier Company shall give prompt notice to Parent of the occurrence or non-occurrence of any event that results in the breach of any representation, warranty, covenant or agreement of the Company herein such that any closing condition contained in Sections 8.2(a) and 8.2(b) would not be satisfied (assuming that the Closing Date and were to occur at such time); provided, however, that the termination delivery of this Agreement any notice pursuant to its termsthis Section 7.8(a) shall not limit or otherwise affect the remedies available to Parent or MergerCo hereunder. (b) During the Pre-Closing Period, Parent shall give prompt notice to the Company of the occurrence or non-occurrence of any event that results in the breach of any representation, warranty, covenant or agreement of Parent herein such that any closing condition contained in Sections 8.3(a) and 8.3(b) would not be satisfied (assuming that the Closing were to occur at such time); provided, however, that the delivery of any notice pursuant to this Section 7.8(b) shall not limit or otherwise affect the remedies available to the Company hereunder. (c) During the Pre-Closing Period, each of Seller the Company and Purchaser Parent shall give prompt notice to the other party upon receiving Knowledge of (ai) any notices, complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities with respect to the transactions contemplated hereby or by the Ancillary Agreements, (b) any written notices notice or other written communications communication from any third Persons Person alleging that the consent authorization, license, permit, consent, waiver or approval of such Person is or may be required in connection with respect to this Agreement, the other Transaction Documents and the transactions contemplated hereby or by the Ancillary Agreementsthereby, (cii) any notice or other communication from any Governmental Authority in connection with this Agreement, the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to other Transaction Documents and the transactions contemplated by hereby or thereby and (iii) any Claim relating to or involving or otherwise affecting such party that relates to this Agreement, the other Transaction Documents and the transactions contemplated hereby or thereby. (d) During the Pre-Closing Period, the Company shall give prompt notice to Parent of any material fact, event, change, development, circumstance or occurrence effect occurring after the date hereof (or of which it became aware after the date hereof) that would has had or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (e) During the Pre-Closing Period, Parent and MergerCo shall give rise prompt notice to a failure the Company of a condition precedent set forth in Article IX any fact, event, change, development, circumstance or effect occurring after the date hereof (or of which it became aware after the date hereof) that would otherwise has had or could reasonably be expected to prevent have, individually or materially delay in the consummation of the transactions contemplated by this Agreement; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements of the parties herein or the conditions to the obligations of the parties hereunder or constitute, in and of itselfaggregate, a breach giving rise to the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfiedParent Material Adverse Effect.

Notification of Certain Matters. During (a) Subject to applicable Law and the instructions of any Governmental Authority, each of the Company and Parent shall keep the other reasonably apprised of the status of matters relating to completion of the transactions contemplated hereby, including (subject to any confidentiality obligations) promptly furnishing the other with copies of notices or other communications received by Parent or the Company, as the case may be, or any of their Subsidiaries, from any Governmental Authority with respect to such transactions. (b) Without limiting the generality of Section 7.6(a) above, at all times during the period following commencing with the date hereof execution and delivery of this Agreement and continuing until the earlier to occur of the Closing Date and the termination of this Agreement pursuant to its termsArticle IX and the Effective Time, each of Seller and Purchaser the Company shall give prompt notice to the other party Parent and Merger Sub upon receiving Knowledge of becoming aware (ai) that any noticesrepresentation or warranty made by it in this Agreement or any Ancillary Agreement that is qualified as to materiality has become untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, complaints, investigations or hearings (or communications indicating that the same may be contemplatedii) of any Governmental Authorities failure of the Company 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 or any Ancillary Agreement, in any such case set forth in clause (i) and clause (ii), if and only to the extent that such untruth or inaccuracy, or such failure, could reasonably be expected to cause any of the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated hereby set forth in Sections 8.2(a) or by 8.2(b) to fail to be satisfied at the Ancillary AgreementsClosing, and (biii) any written notices notice or other written communications communication from any third Persons Person alleging that the consent of such Person is or may be required in connection with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated by this Agreement, or (d) any material event, development, or occurrence that would reasonably be expected to give rise to a failure of a condition precedent set forth in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreementhereby; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties herein hereunder; and provided further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 7.6(b). (c) Without limiting the generality of Section 7.6(a) above, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware (i) that any representation or warranty made by Parent or Merger Sub in this Agreement or any Ancillary Agreement that is qualified as to materiality has become untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, (ii) of any failure of Parent or Merger Sub 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 or any Ancillary Agreement, in any such case if and only to the extent that such untruth or inaccuracy, or such failure, could reasonably be expected to cause any of the conditions to the obligations of the Company to consummate the transaction contemplated hereby set forth in Section 8.3(a) or (b) to fail to be satisfied at the Closing, and (iii) any written notice or other written communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby; provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the parties hereunder Company to consummate the transactions contemplated by this Agreement or constitute, in and of itself, a breach giving rise the remedies available to the failure parties hereunder; and provided further, that the terms and conditions of a condition the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 7.6(c). (d) The Company shall promptly advise Parent orally and in writing of any change or event that has or could reasonably be expected to have a Company Material Adverse Effect. Each of the Company and Parent shall promptly advise the other party orally or in writing of any change or event that has or could reasonably be expected to cause any of the conditions to Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) VIII not to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of satisfied by the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfiedOutside Date.

Notification of Certain Matters. During the period following the date hereof until the earlier of the Closing Date and the termination of this Agreement pursuant to its terms, each of Seller and Purchaser shall give prompt notice to the other party upon receiving Knowledge of (a) The Company shall give notice to Acquiror promptly upon becoming aware of (i) any noticesoccurrence, complaintsor failure to occur, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities with respect to the transactions contemplated hereby or by the Ancillary Agreements, (b) any written notices or other written communications from any third Persons alleging that the consent of such Person is or may be required with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated by this Agreement, or (d) any material event, development, which occurrence or occurrence that failure to occur has caused or would reasonably be expected to give rise cause any condition to a the obligations of the Acquiror to effect the Merger and the other transactions contemplated by this Agreement not to be satisfied or (ii) the failure of a the Company to comply with or satisfy any covenant, condition precedent set forth in Article IX or that agreement to be complied with or satisfied by its pursuant to this Agreement which would otherwise reasonably be expected to prevent or materially delay result in any condition to the consummation obligations of the Acquiror to effect the Merger and the other transactions contemplated by this AgreementAgreement not to be satisfied (it being agreed that the giving of any such notice shall not constitute a waiver of the 15 day cure period after notice of breach set forth in Section 9.1(e)); provided, however, that without prejudice the delivery of any notice pursuant to Purchaser’s rights under Article XIthis Section 6.8(a) shall not cure any breach of any representation or warranty, no such notification or the failure to make such notification shall comply with any covenant, the failure to meet any condition or otherwise limit or affect the representationsremedies available hereunder to the Acquiror; provided further, warrantiesthat if (A) such notice relates to an event or circumstance occurring subsequent to the date hereof (without breach of Section 6.1 or Section 6.7), covenants or agreements (B) such notice is accompanied by a written statement from the Company, informing the Acquiror that the Acquiror is entitled to terminate this Agreement in accordance with the provisions of Section 9.1(e) as a result of such notice (which statement shall be binding on the Company) and (C) the Acquiror would, in fact, have the right to terminate this Agreement pursuant to Section 9.1(e) as a result of the parties herein or the conditions information so disclosed in such notice and it does not exercise such right prior to the obligations Closing, then such supplemental information shall constitute an amendment of the parties hereunder representation, warranty or constitute, in and statement to which it relates for purpose of itself, a breach giving rise Article VII of this Agreement such that the Acquiror shall not be entitled to the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter indemnification with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, such matter to the date of this Agreement, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 extent of the Seller Disclosure Letter. For clarityinformation so disclosed; provided, neither any further, that if such supplemental or amended disclosure, nor any failure by Seller information is provided to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfied.Acquiror less than two

Notification of Certain Matters. During (a) At all times during the period following commencing with the date hereof execution and delivery of this Agreement and continuing until the earlier to occur of the Closing Date and the termination of this Agreement pursuant to its termsArticle VIII and the Effective Time, each the Company shall give prompt notice to Newco and Merger Sub upon becoming aware that any representation or warranty made by it in this Agreement has become untrue or inaccurate in any material respect, or of Seller any failure of the Company 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, in any such case if and Purchaser only to the extent that such untruth or inaccuracy, or such failure, would reasonably be expected to cause any of the conditions to the obligations of Newco and Merger Sub to consummate the transactions contemplated hereby set forth in Section 7.2(a) or Section 7.2(b) to fail to be satisfied at the Closing; provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Newco and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Newco pursuant to this Section 6.6(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, Newco shall give prompt notice to the other party Company upon receiving Knowledge of (a) becoming aware that any noticesrepresentation or warranty made by it or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities failure of Newco or Merger Sub to comply with respect to the transactions contemplated hereby or by the Ancillary Agreements, (b) any written notices or other written communications from any third Persons alleging that the consent of such Person is or may be required with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of satisfy in any material Action involving Seller respect any covenant, condition or any of its Subsidiaries agreement to be complied with or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated satisfied by it under this Agreement, in any such case if and only to the extent that such untruth or (d) any material event, developmentinaccuracy, or occurrence that such failure, would reasonably be expected to give rise cause any of the conditions to a failure the obligations of a condition precedent the Company to consummate the transactions contemplated hereby set forth in Article IX Section 7.3(a) or that would otherwise reasonably Section 7.3(b) to fail to be expected to prevent or materially delay satisfied at the consummation of the transactions contemplated by this AgreementClosing; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements be deemed to modify any representation or warranty of the parties herein Newco and Merger Sub set forth in this Agreement or the conditions to the obligations of the parties hereunder Company to consummate the transactions contemplated by this Agreement or constitute, in and of itself, a breach giving rise the remedies available to the failure parties hereunder; and provided further, that the terms and conditions of a condition the Confidentiality Agreement shall apply to any information provided to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach Company pursuant to this Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfied6.6(b).

Notification of Certain Matters. During the period following the date hereof of this Agreement until the earlier of the Closing Date and the termination of this Agreement pursuant to its terms, each of Seller and Purchaser shall give prompt notice to the other party upon receiving Knowledge of (a) any notices, complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities with respect to the transactions contemplated hereby or by the Ancillary Agreements, (b) any written notices or other written communications from any third Persons alleging that the consent of such Person is or may be required with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated by this Agreement, or (d) any material event, development, or occurrence that would reasonably be expected to give rise to a failure of a condition precedent set forth in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements of the parties herein or the conditions to the obligations of the parties hereunder or constitute, in and of itself, a breach giving rise to the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfied.

Notification of Certain Matters. During the period following the date hereof until the earlier of the Closing Date The Purchaser and the termination of this Agreement pursuant to its termsPurchaser Sub, each of Seller on the one hand, and Purchaser the Seller, on the other hand, shall give prompt notice to the other party upon receiving Knowledge of (a) any notices, complaints, investigations the occurrence or hearings (or communications indicating that the same may be contemplated) its knowledge of any Governmental Authorities with respect event or condition that would cause any of its representations or warranties set forth in this Agreement not to be true and correct in all material respects as of the date of this Agreement or as of the Effective Time (except as to any representation or warranty which specifically relates to an earlier date), or any of its obligations set forth in this Agreement required to be performed at or prior to the transactions contemplated hereby Effective Time not to be performed in all material respects at or by prior to the Ancillary AgreementsEffective Time (any such notice, a "Supplemental Disclosure Schedule "), including without limitation, any event, condition, change or occurrence which individually or in the aggregate has, or which, so far as reasonably can be foreseen at the time of its occurrence, is reasonably likely to result in a Material Adverse Effect on it; and (b) any written notices or other written communications from any third Persons alleging that the consent of such Person is or may be required with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated by this Agreement, or (d) any material event, development, or occurrence that would reasonably be expected to give rise to a failure action of a condition precedent set forth in Article IX or third party of which it receives notice that would otherwise might reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby, including, without limitation, any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement. Any Supplemental Disclosure Schedule given by the Seller to the Purchaser shall be deemed to amend the Disclosure Schedule and, unless the Purchaser, by written notice to the Seller given within fifteen (15) business days of its receipt of such Supplemental Disclosure Schedule, exercises any right of termination it may then have under Section 6.1(b), the Purchaser shall thereafter be deemed to have permanently and irrevocably waived (on behalf of itself and its Subsidiaries) (i) any right of termination (or any other rights or remedies) arising out of or with respect to the events or conditions described in such Supplemental Disclosure Schedule; and (ii) any contribution of such events or conditions towards the occurrence of a Material Adverse Effect; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification waiver shall affect the representations, warranties, covenants or agreements of the parties herein or the conditions to the obligations of the parties hereunder or constitute, in and of itself, a breach giving rise to the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter exist with respect to the cumulation of such events or conditions with any matter, event, circumstance other events or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) to be set forth or conditions described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller in any subsequent Supplemental Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including Schedule for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfiedMaterial Adverse Effect.

Notification of Certain Matters. During the period following the date hereof until the earlier of the Closing Date and the termination of this Agreement pursuant to its terms, each of (a) Each Seller and Purchaser shall give prompt notice to the other party upon receiving Knowledge Buyer of (ai) any noticesfact, complaintsevent or circumstance known to it that individually or taken together with all other facts, investigations events and circumstances known to it, has had or hearings (is reasonably likely to have, individually or communications indicating in the aggregate, a Material Adverse Effect on any Acquired Company, or that the same may be contemplated) would cause or constitute a breach of any Governmental Authorities with respect to the transactions contemplated hereby of its representations, warranties, covenants or by the Ancillary Agreementsagreements contained herein, (bii) any written notices fact, event or circumstance known to it that individually or taken together with all other facts, events and circumstances known to it, has had or is reasonably likely to result in the failure of any condition precedent to Buyer’s obligations, (iii) any notice or other written communications communication from any third Persons party alleging that the consent of such Person third party is or may be required in connection with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated by this Agreement, or (div) any material event, development, notice or occurrence that would reasonably be expected to give rise to a failure of a condition precedent set forth other communication from any Governmental Entity in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation of connection with the transactions contemplated by this Agreement; providedAgreement and the other Seller Documents, however, that without prejudice or (v) any Actions commenced relating to Purchaser’s rights under Article XI, no such notification Seller or failure to make such notification shall affect the representations, warranties, covenants or agreements of the parties herein or the conditions to the obligations of the parties hereunder or constitute, in and of itself, a breach giving rise to the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (orAcquired Company that, if occurring before, or existing and known at, pending on the date of this Agreement, would have been required) required to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach have been disclosed pursuant to Section 11.01(a3.18; provided however, that (A) the delivery of any notice pursuant to this Section 5.8(a) shall not limit or otherwise affect any remedies available to Buyer or prevent or cure any misrepresentations, breach of warranty or breach of covenant, and determining (B) disclosure by a Seller shall not be deemed to amend or supplement any of the amount Schedules relating to ARTICLE III hereof or constitute an exception to any representation or warranty. (b) From the date hereof to and including the Closing Date, Sellers will cause each Acquired Company to (i) provide to Buyer a monthly management report in scope and detail consistent with the management reports that have historically been provided to such Acquired Company’s senior management and as previously delivered to Buyer, and (ii) timely prepare, and promptly deliver to Buyer monthly or quarterly, as relevant, financial statements, to include a detailed cost breakout of Losses arising out such Acquired Company’s performance by location and department and a monthly aging of or resulting therefrom) or accounts receivable, and otherwise to be in scope and detail consistent with such financial statements that have historically been provided to such Acquired Company’s senior management as previously delivered to Buyer. Such financial statements shall fairly present the financial position, assets and Liabilities of each Acquired Company as at the date thereof and the results of its operations and its cash flows for purposes the periods then ended, in accordance with the accounting policies and procedures consistent with those historically used by each Acquired Company in the preparation of determining whether or not the conditions set forth in Section 9.02 have been satisfiedsuch financial statements.

Notification of Certain Matters. During (a) The Company may, at any time and from time to time after the date of this Agreement, supplement or amend any of the Company Disclosure Schedules, or may add any additional Company Disclosure Schedules for informational purposes only and without limiting Parent’s rights pursuant to this Agreement. (b) At all times during the period following commencing with the date hereof execution and delivery of this Agreement and continuing until the earlier to occur of the Closing Date and the termination of this Agreement pursuant to its termsArticle VI and the Effective Time, the Company will give prompt notice to Parent upon becoming aware that any representation or warranty made by it in this Agreement has become untrue or inaccurate in any material respect, or of any failure by the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement, in each case if and only to the extent that such untruth, inaccuracy, or failure would reasonably be expected to cause any of Seller the conditions to the obligations of Parent and Purchaser shall MergerSub to consummate the Merger set forth in Section 4.1(a)(i) or Section 4.1(a)(ii) to fail to be satisfied at the Closing, except that no such notification will affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and MergerSub to consummate the Merger or the remedies available to the Parties under this Agreement. (c) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to ‎Article V and the Effective Time, Parent will give prompt notice to the other party Company upon receiving Knowledge of (a) becoming aware that any noticesrepresentation or warranty made by Parent or MergerSub in this Agreement has become untrue or inaccurate in any material respect, complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities failure by Parent or MergerSub to comply with respect to the transactions contemplated hereby or by the Ancillary Agreements, (b) any written notices or other written communications from any third Persons alleging that the consent of such Person is or may be required with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of satisfy in any material Action involving Seller respect any covenant, condition or any of its Subsidiaries agreement to be complied with or Purchaser or any of its Subsidiaries that relatessatisfied by it pursuant to this Agreement, in each case, case if and only to the transactions contemplated by this Agreementextent that such untruth, inaccuracy or (d) any material event, development, or occurrence that failure 57 would reasonably be expected to give rise cause any of the conditions to a failure the obligations of a condition precedent the Company to consummate the Merger set forth in Article IX Section 4.2(a)(i) or Section 4.2(a)(ii) to fail to be satisfied at the Closing, except that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification will affect or failure be deemed to make such notification shall affect the representations, warranties, covenants modify any representation or agreements warranty of the parties herein Parent or MergerSub set forth in this Agreement or the conditions to the obligations of the parties hereunder Company to consummate the Merger or constitute, in and of itself, a breach giving rise the remedies available to the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of Parties under this Agreement, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfied.

Notification of Certain Matters. During In the period following the date hereof until the earlier event that any of the Closing Date and the termination of this Agreement pursuant to its termsSellers becomes aware (which shall mean any Seller’s actual knowledge), each of Seller and Purchaser shall give prompt notice to the other party upon receiving Knowledge of (a) any notices, complaints, investigations on or hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities with respect to the transactions contemplated hereby or by the Ancillary Agreements, (b) any written notices or other written communications from any third Persons alleging that the consent of such Person is or may be required with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated by this Agreement, or (d) any material event, development, or occurrence that would reasonably be expected to give rise to a failure of a condition precedent set forth in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements of the parties herein or the conditions to the obligations of the parties hereunder or constitute, in and of itself, a breach giving rise to the failure of a condition prior to the Closing set forth Date, of a breach in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts any material respect of any representation or warranty of the Sellers due to supplement facts or amend in writing events occurring subsequent to the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date execution of this Agreement, the Sellers shall notify the Purchaser in writing. Such notice shall include a statement by the Sellers whether such breach, together with any other notices of breach provided pursuant this Section 6.11, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of cause the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions condition set forth in Section 9.02 7.1(a) to not be satisfied. If such breach of a representation and warranty would entitle the Purchaser to not consummate the Closing, then the Purchaser shall be entitled during the thirty (30) calendar day period after the delivery to the Purchaser of such notice to terminate this Agreement unless the Sellers undertake to cure such breach; provided that if such breach is not cured by the Sellers on or prior to the Closing Date, the Purchaser shall not be required to consummate the Closing. If the Purchaser does not terminate this Agreement within such thirty (30) calendar day period, such breach will have been waived for purposes of Article VII (Closing Conditions) and for purposes of Section 8.3(a)(i) (Indemnification by Sellers for breach of representations and warranties). Without limiting the Purchaser’s rights or the Sellers’ obligations set forth above, in the event the Purchaser becomes aware (which shall mean the Purchaser’s actual knowledge), on or prior to the Closing Date, of a breach in any material respect of any representation or warranty of the Sellers due to facts or events occurring subsequent to the execution of this Agreement, which the Purchaser believes may cause the condition set forth in Section 7.1(a) to not be satisfied, the Purchaser shall notify the Sellers thereof in writing.

Notification of Certain Matters. During (a) To the period following the date hereof until the earlier extent permitted by applicable Law, Buyer and Seller shall promptly notify each other in writing of (i) any fact, change, condition, circumstance or occurrence or nonoccurrence of any event of which it is aware that will or is reasonably likely to result in any of the Closing Date and the termination conditions set forth in Article VI of this Agreement pursuant to its terms, each becoming incapable of Seller and Purchaser shall give prompt notice to the other party upon receiving Knowledge of being satisfied; (aii) any notices, complaints, investigations notice or hearings other communication received by such party (or communications indicating that the same may be contemplated1) of by any Governmental Authorities Authority in connection with respect to this Agreement or the transactions contemplated hereby or by the Ancillary Agreementshereby, (b2) any written notices or other written communications from any third Persons Person alleging that the consent of such Person is or may be required in connection with respect to the transactions contemplated hereby hereby, if the subject matter of such communication or the failure of such party to obtain such consent could reasonably be expected to be material to Seller, the ACRE Companies, the Business or Buyer, or (3) relating to issued or pending Program Lender licenses and/or material changes to any methodology used to calculate reserve amounts required to be maintained by the Ancillary Agreements, ACRE Companies; (ciii) the institution of any material Action Actions commenced or, to such party’s knowledge, threatened against or involving Seller such party or any of its Subsidiaries Affiliates which relate to this Agreement or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated hereby; and (iv) any knowledge by this AgreementSeller of any facts or occurrences, or (d) alleged facts or occurrences, including but not limited to knowledge of any material eventpresent or threatened legal action or claim, development, which would constitute a breach of any representation and warranty in Section 3.4 or occurrence that would reasonably be expected to give rise to a failure of a condition precedent set forth in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this AgreementSection 3.19; provided, however, that without prejudice to Purchaser’s rights under Article XIthat, except as set forth in Section 5.10(b), no such notification or failure to make such notification shall affect the representations, warranties, covenants or covenants, agreements of the parties herein or the conditions to the obligations of the parties hereunder or constituteherein. In addition, in and of itself, a breach giving rise prior to the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable requestClosing, Seller shall use its commercially reasonable efforts provide to Buyer periodic informational updates (and in any event no less frequently than once per calendar month) regarding the all Mortgage Loans that are subject to the Master Loss Sharing Agreement (including without limitation updates from management regarding actions taken by the ACRE Companies with respect to the such Mortgage Loans and any prepared loss calculations relating to such Mortgage Loans), and, following Closing, Buyer shall provide periodic informational updates regarding the amount of losses it has incurred in respect of all Mortgage Loans that are subject to the Master Loss Sharing Agreement (and in any event no less frequently than once per calendar quarter); provided, however, that no such informational updates shall affect the representations, warranties, covenants, agreements of the parties or the conditions to the obligations of the parties herein. (b) From time to time prior to the Closing, Seller shall have the right (but not the obligation) to supplement or amend in writing the Seller Disclosure Letter Schedule with respect to any mattermatter hereafter arising or of which it becomes aware after the date hereof, event, circumstance or condition which was required (orwhich, if existing, occurring before, or existing and known at, at the date of this Agreement, would have been required) required to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of in the Seller Disclosure LetterSchedule (each a “Schedule Supplement”). For clarity, neither Any disclosure in any such supplemental Schedule Supplement shall not be deemed to have cured any inaccuracy in or amended disclosurebreach of any representation or warranty contained in this Agreement, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence indemnification or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of termination rights contained in this Agreement or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 6.1 have been satisfied; provided, however, that if Buyer has the right to, but does not elect to, terminate this Agreement within ten (10) days of its receipt of such Schedule Supplement, then Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to such matter.

Notification of Certain Matters. During Each of the period following Parties shall promptly notify the other Parties of (i) its obtaining of actual knowledge as to the matters set forth in clauses (x) and (y) below, or (ii) the occurrence, or failure to occur, of any event, which occurrence or failure to occur would be likely to cause (x) any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof until the earlier of the Closing Date and the termination of this Agreement pursuant to its terms, each of Seller and Purchaser shall give prompt notice to the other party upon receiving Knowledge of (a) any notices, complaints, investigations or hearings (or communications indicating that date the same may be contemplated) of any Governmental Authorities with respect to the transactions contemplated hereby or by the Ancillary Agreements, (b) any written notices or other written communications from any third Persons alleging that the consent of such Person Sale is or may be required with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated by this Agreementconsummated, or (dy) any material eventfailure of the Gilat Parties or Purchaser, developmentas the case may be, or occurrence that would reasonably of any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be expected to give rise to a failure of a condition precedent set forth in Article IX complied with or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated satisfied by it under this Agreement; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants representations or agreements warranties of the parties herein Parties or the conditions to the obligations of the parties hereunder or constituteParties hereunder. ACCESS TO INFORMATION. FROM THE DATE OF THIS AGREEMENT UNTIL THE CONSUMMATION OF THE SALE, in and of itselfTHE GILAT PARTIES WILL, a breach giving rise to the failure of a condition to the Closing set forth in Article IXAND WILL CAUSE THE COMPANY AND THE OTHER GILAT BUSINESS ENTITIES TO, GIVE PURCHASER AND ITS AUTHORIZED AGENTS AND REPRESENTATIVES (INCLUDING COUNSEL, ENVIRONMENTAL AND OTHER CONSULTANTS, ACCOUNTANTS AND AUDITORS) FULL ACCESS DURING NORMAL BUSINESS HOURS TO ALL FACILITIES, PERSONNEL AND OPERATIONS AND TO ALL BOOKS, RECORDS, DOCUMENTS, CONTRACTS, AND FINANCIAL STATEMENTS RELEVANT TO THE CONDUCT OF THE BUSINESS, AND WILL PERMIT PURCHASER TO MAKE SUCH INSPECTIONS AS IT MAY REASONABLY REQUIRE AND WILL CAUSE THE EXECUTIVE OFFICERS OF EACH OF THE GILAT BUSINESS ENTITIES TO FURNISH PURCHASER WITH SUCH FINANCIAL AND OPERATING DATA AND OTHER INFORMATION WITH RESPECT TO THE BUSINESS AS PURCHASER MAY FROM TIME TO TIME REASONABLY REQUEST. For informational purposes onlyPURCHASER AGREES THAT INFORMATION RECEIVED BY IT CONCERNING THE OPERATIONS OF THE BUSINESS SHALL BE CONSIDERED CONFIDENTIAL AND PURCHASER WILL NOT, upon Purchaser’s reasonable requestAND WILL CAUSE ITS AGENTS AND REPRESENTATIVES NOT TO, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matterUSE ANY INFORMATION OBTAINED PURSUANT TO SECTION 6.5(a) FOR ANY PURPOSE UNRELATED TO THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY. SUBJECT TO THE REQUIREMENTS OF LAW, eventPURCHASER WILL KEEP CONFIDENTIAL, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfied.AND WILL CAUSE ITS AGENTS AND

Notification of Certain Matters. During Each of the period following Company and each Shareholder shall give prompt written notice to Buyer of: (a) the occurrence, or failure to occur, of any event of which it has Knowledge that causes or would be reasonably likely to cause any representation or warranty of the Company or such Shareholder contained in this Agreement or in any other Transaction Document to be untrue or inaccurate in any material respect at any time from the date hereof until the earlier of the Closing Date and the termination of this Agreement pursuant to its terms, each of Seller and Purchaser shall give prompt notice to the other party upon receiving Knowledge of (a) any notices, complaints, investigations Closing determined as if such representation or hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities with respect to the transactions contemplated hereby or by the Ancillary Agreementswarranty were made at such time, (b) the failure of the Company or such Shareholder to comply with or satisfy in any material respect any covenant to be complied with by it hereunder, (c) any written notices notice or other written communications communication from any third Persons Person alleging that the consent Consent of such Person is or may be required in connection with respect to the transactions contemplated hereby by this Agreement and (d) any written notice or by the Ancillary Agreements, (c) the institution of other written communication from any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, Governmental Entity in each case, to connection with the transactions contemplated by this Agreement. Except as provided below, no such notification shall affect the representations or warranties of the Parties or the conditions to their respective obligations hereunder. Solely to the extent such notification under clause (da) any material above relates to an event, developmentcondition, fact or occurrence circumstance that arises after the date of this Agreement, the Company and a Shareholder shall be entitled to make such notification in the form of updates and/or modifications to the Company Disclosure Schedules and such notification shall amend and supplement the appropriate schedules previously delivered. Notwithstanding any provision in this Agreement to the contrary, unless Buyer provides the Company with a written termination notice pursuant to Section 7.1(d) within two Business Days after the expiration of any applicable cure period in respect of a breach described in an updated Company Disclosure Schedule delivered pursuant to this Section 5.4 and which uncured breach would reasonably be expected to otherwise give rise to a failure termination right by Buyer under Section 7.1(d), then Buyer, in respect of a condition precedent set forth in Article IX such uncured breach, shall be deemed to have waived its right to terminate this Agreement or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements of the parties herein or the conditions to the obligations of the parties hereunder or constitute, in and of itself, a breach giving rise to the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach Agreement pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom7.1(d) or Section 6.2, as applicable, and to have accepted such updated Company Disclosure Schedule for all purposes under this Agreement. Subject to the above termination right of determining whether Buyer, the delivery of any such updated Company Disclosure Schedule will be deemed to have cured any misrepresentation or not the conditions set forth in Section 9.02 breach of warranty that otherwise might have been satisfiedexisted hereunder by reason of such variance or inaccuracy.

Notification of Certain Matters. During (a) At all times during the period following commencing with the date hereof execution and delivery of this Agreement and continuing until the earlier to occur of the Closing Date and the termination of this Agreement pursuant to its termsArticle VII and the Effective Time, the Company shall give prompt notice to Parent upon becoming aware that any representation made by it in this Agreement has become untrue or inaccurate, or of any failure of the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case such that it would result in a failure of Seller the conditions set forth in Section 6.2(a) or Section 6.2(b); provided, however, that no such notification shall affect or be deemed to modify any representations or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Purchaser Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.11(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, Parent shall give prompt notice to the other party Company upon receiving Knowledge of (a) becoming aware that any noticesrepresentation or warranty made by Parent or Merger Sub in this Agreement has become untrue or inaccurate, complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities failure of Parent or Merger Sub to comply with respect or satisfy any covenant, condition or agreement to the transactions contemplated hereby be complied with or satisfied by the Ancillary Agreements, (b) any written notices or other written communications from any third Persons alleging that the consent of such Person is or may be required with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relatesit under this Agreement, in each case, to the transactions contemplated by this Agreement, or (d) any material event, development, or occurrence case such that it would reasonably be expected to give rise to result in a failure of a condition precedent the conditions set forth in Article IX Section 6.3(a) or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this AgreementSection 6.3(b); provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements be deemed to modify any representation or warranty of the parties herein Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the parties hereunder Company to consummate the transactions contemplated by this Agreement or constitute, in and of itself, a breach giving rise the remedies available to the failure parties hereunder; and provided further, that the terms and conditions of a condition the Confidentiality Agreement shall apply to any information provided to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach Company pursuant to this Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfied5.11(b).

Notification of Certain Matters. During the period following the date hereof until the earlier of the Closing Date and the termination of this Agreement pursuant to its terms, each of Seller and Purchaser shall give prompt notice to the other party upon receiving Knowledge of (a) During the Pre-Closing Period, the Company shall promptly disclose to Artius in writing any notices, complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities with respect to the transactions contemplated hereby or by the Ancillary Agreements, (b) any written notices or other written communications from any third Persons alleging that the consent of such Person is or may be required with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated by this Agreement, or (d) any material event, development, fact or occurrence circumstance of which the Company has Knowledge, that causes or would reasonably be expected to give rise to a failure of a condition precedent set forth result in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements of the parties herein or the conditions to the obligations of the parties hereunder or constitute, in and of itself, a breach giving rise to the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been 2.4(a) or Section 2.4(c) to be satisfied. (b) During the Pre-Closing Period, Artius shall promptly disclose to the Company in writing any development, fact or circumstance of which Artius has Knowledge, that causes or would reasonably be expected to result in the failure of the conditions set forth in Section 2.4(a) or Section 2.4(b) to be satisfied. (c) In the event that any Proceeding related to this Agreement, any Ancillary Agreement or the Transactions is brought, or, to the Knowledge of Artius, threatened in writing, against Artius or the Artius Board by any Artius Stockholder at any time during the Pre-Closing Period, Artius shall promptly notify the Company of any such Proceeding and keep the Company reasonably informed with respect to the status thereof. Artius shall provide the Company the opportunity to participate in (subject to a customary joint defense agreement), but not control and the defense of any such Proceeding, shall give due consideration to the Company’s advice with respect to such Proceeding. (d) In the event that any Proceeding related to this Agreement, any Ancillary Agreement or the Transactions is brought, or, to the Knowledge of the Company, threatened in writing, against the Company or the board of Directors of the Company by any Company Stockholder at any time during the Pre-Closing Period, the Company shall promptly notify Artius of any such Proceeding and keep Artius reasonably informed with respect to the status thereof. The Company shall provide Artius the opportunity to participate in (subject to a customary joint defense agreement), but not control and the defense of any such Proceeding, shall give due consideration to Artius’ advice with respect to such Proceeding.

Notification of Certain Matters. During the period following the date hereof until the earlier of the Closing Date and the termination of this Agreement pursuant to its terms, each of Seller and Purchaser shall give prompt notice to the other party upon receiving Knowledge of (a) During the Pre-Closing Period, each Party shall promptly notify the other Party of any notices, complaints, investigations or hearings occurrence of which it is aware (or communications indicating of which it should reasonably be aware) that the same may be contemplated) of any Governmental Authorities with respect would or is reasonably likely to the transactions contemplated hereby or by the Ancillary Agreements, (b) any written notices or other written communications from any third Persons alleging that the consent of such Person is or may be required with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or result in any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated by this Agreement, or (d) any material event, development, or occurrence that would reasonably be expected to give rise to a failure of a condition precedent conditions set forth in Article IX 6 to (i) be incapable of being satisfied or that would otherwise reasonably (ii) not be expected to prevent or materially delay satisfied by the consummation of the transactions contemplated by this AgreementTermination Date; provided, however, that without prejudice to Purchasereither Party’s rights under Article XI, no such notification or good faith failure to make give notice of any such notification occurrence as required pursuant to this Section 5.3 shall affect the representations, warranties, covenants or agreements not be (i) deemed to be a breach of the parties herein covenant contained in this Section 5.3‎, but instead shall (if applicable) constitute only a breach of the applicable underlying representation, warranty, covenant or agreement, or (ii) taken into account in determining whether the conditions to the obligations of the parties hereunder or constitute, in and of itself, a breach giving rise to the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 ‎Article 6 have been satisfied. (b) For a period of eighteen (18) months after the Closing, (i) Buyer shall not, and shall cause the Acquired Companies to not, offer an audit of historical reporting practices in connection with any proposal to a programmer to renegotiate or renew any of the Contracts referenced in Section 3.13(a)(ii); provided that this clause (i) shall not (A) limit the ability of Buyer or any Acquired Company to respond to a request from a programmer to conduct an audit or (B) respond to a claim by a programmer of a breach of any such Contract and (ii) if any such audit does take place or any Acquired Company becomes aware of such audit, Buyer shall use reasonable efforts to (x) notify Sellers that such audit has commenced, (y) periodically apprise Sellers of the state of such audit and (z) provide Sellers with the right to participate in any such audit, which right shall include the right to be consulted about all significant decisions made regarding the conduct of such audit and the right to have a reasonable opportunity to provide input to the representatives of Buyer regarding all such significant decisions.

Notification of Certain Matters. During (a) The Company shall give prompt notice to Parent after the period following the date hereof until the earlier Company obtains Knowledge of (i) any representation or warranty of the Closing Date Company contained in this Agreement becoming untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the termination Company 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 such notice shall not limit or otherwise affect any remedies available to Parent or be deemed to amend or supplement the Disclosure Schedule. Without implying that the failure by the Company to notify Parent of any particular event required to be disclosed pursuant to clause (i) of this Agreement Section 5.9(a) would otherwise constitute the failure of an agreement or covenant hereunder to be performed or complied with in any material respect for purposes of Section 6.3(b), it is specifically agreed that no such failure shall constitute the failure of an agreement or covenant hereunder to be performed or complied with in any material respect for purposes of Section 6.3(b) where the event required to be disclosed pursuant to its terms, each clause (i) of Seller this Section 5.9(a) does not result in the failure of the condition set forth in Section 6.3(a) to be satisfied. (b) Each of French Parent and Purchaser Parent shall give prompt notice to the other party upon receiving Knowledge Company after French Parent or Parent, as applicable, obtains Knowledge, of (ai) any noticesrepresentation or warranty of French Parent, complaints, investigations Parent or hearings (Merger Sub contained in this Agreement becoming untrue or communications indicating that the same may be contemplated) of any Governmental Authorities with respect inaccurate at or prior to the transactions contemplated hereby or by the Ancillary Agreements, Effective Time and (bii) any written notices failure of French Parent, Parent or other written communications from any third Persons alleging that the consent of such Person is Merger Sub to comply with or may be required with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of satisfy in any material Action involving Seller respect any covenant, condition or any of its Subsidiaries agreement to be complied with or Purchaser or any of its Subsidiaries that relatessatisfied by it hereunder, in each case, to the transactions contemplated by this Agreement, or (d) any material event, development, or occurrence that would reasonably be expected to give rise to a failure of a condition precedent set forth in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement; provided, however, that without prejudice to Purchaser’s rights under Article XI, no the delivery of such notification notice shall not limit or failure to make such notification shall otherwise affect the representations, warranties, covenants or agreements of the parties herein or the conditions any remedies available to the obligations Company. Without implying that the failure by the French Parent, Parent or Merger Sub to notify the Company of the parties hereunder or constitute, in and any particular event required to be disclosed pursuant to clause (i) of itself, a breach giving rise to this Section 5.9(b) would otherwise constitute the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement an agreement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) covenant hereunder to be set forth performed or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither complied with in any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including material respect for purposes of determining Section 6.2(b), it is specifically agreed that no such failure shall constitute the existence failure of an agreement or occurrence of a breach pursuant covenant hereunder to Section 11.01(a) and determining the amount of Losses arising out of be performed or resulting therefrom) or complied with in any material respect for purposes of determining whether or Section 6.2(b) where the event required to be disclosed pursuant to clause (i) of this Section 5.9(b) does not result in the conditions failure of the condition set forth in Section 9.02 have been 6.2(a) to be satisfied.

Notification of Certain Matters. During the period following the date hereof until the earlier of the Closing Date and the termination of this Agreement pursuant to its terms, each of Seller and Purchaser shall give prompt notice to the other party upon receiving Knowledge of (a) Prior to Completion, the C&C Parties shall promptly notify Total Produce in writing of (i) to the C&C Parties’ Knowledge, any notices, complaints, investigations or hearings (or communications indicating that the same may be contemplated) breach of any Governmental Authorities with respect to of the transactions contemplated hereby representations, warranties, covenants or by agreements of the Ancillary AgreementsC&C Parties contained herein such that any of the conditions contained in Clause 9 would not be satisfied, (bii) any written notices notice or other written communications communication from any third Persons Person received by any C&C Party alleging that the consent of such Person is or may be required in connection with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated by this Agreement, or (d) any material event, development, or occurrence that would reasonably be expected to give rise to a failure of a condition precedent set forth in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement; providedAgreement or any of the Ancillary Agreements or (iii) any Proceeding pending or, howeverto the C&C Parties’ Knowledge, threatened in writing against a Party or the Parties relating to the transactions contemplated by this Agreement or any of the Ancillary Agreements. (b) Prior to Completion, DFC Holdings shall promptly notify each of Total Produce and the C&C Parties in writing of (i) to DFC Holdings’ Knowledge, any breach of any of the representations, warranties, covenants or agreements of DFC Holdings contained herein such that without prejudice any of the conditions contained in Clause 9 would not be satisfied, (ii) any notice or other communication from any Person received by any Xxxx Group Company alleging that the consent of such Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement or any of the Ancillary Agreements or (iii) any Proceeding pending or, to PurchaserDFC Holdings’ Knowledge, threatened in writing against a Party or the Parties relating to the transactions contemplated by this Agreement or any of the Ancillary Agreements. (c) Prior to Completion, the Total Produce Parties shall promptly notify the C&C Parties in writing of (i) to Total Produce’s rights under Article XIKnowledge, no such notification or failure to make such notification shall affect any breach of any of the representations, warranties, covenants or agreements of the parties Total Produce Parties contained herein such that any of the conditions contained in Clause 9 would not be satisfied, (ii) any notice or other communication from any Person received by any Total Produce Party alleging that the consent of such Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement or any of the Ancillary Agreements or (iii) any Proceeding pending or, to Total Produce’s Knowledge, threatened in writing against a Party or the conditions Parties relating to the obligations transactions contemplated by this Agreement or any of the parties hereunder or constitute, in and of itself, a breach giving rise to the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfiedAncillary Agreements.

Notification of Certain Matters. During (a) Subject to applicable Law and the instructions of any Governmental Authority, each of the Company and Parent shall keep the other reasonably apprised of the status of matters relating to completion of the transactions contemplated hereby, including (subject to any confidentiality obligations) promptly furnishing the other with copies of notices or other communications received by Parent or the Company, as the case may be, or any of their Subsidiaries, from any Governmental Authority with respect to such transactions. (b) Without limiting the generality of Section 7.6(a) above, at all times during the period following commencing with the date hereof execution and delivery of this Agreement and continuing until the earlier to occur of the Closing Date and the termination of this Agreement pursuant to its termsArticle IX and the Effective Time, each of Seller and Purchaser the Company shall give prompt notice to the other party Parent and Merger Sub upon receiving Knowledge of becoming aware (ai) that any noticesrepresentation or warranty made by it in this Agreement or any Ancillary Agreement that is qualified as to materiality has become untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, complaints, investigations or hearings (or communications indicating that the same may be contemplatedii) of any Governmental Authorities failure of the Company 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 or any Ancillary Agreement, in any such case set forth in clause (i) and clause (ii), if and only to the extent that such untruth or inaccuracy, or such failure, could reasonably be expected to cause any of the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated hereby set forth in Sections 8.2(a) or by 8.2(b) to fail to be satisfied at the Ancillary AgreementsClosing, and (biii) any written notices notice or other written communications communication from any third Persons Person alleging that the consent of such Person is or may be required in connection with respect to the transactions contemplated hereby hereby; provided, however, that no such notification shall affect or by be deemed to modify any representation or warranty of the Ancillary Agreements, (c) Company set forth in this Agreement or the institution conditions to the obligations of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 7.6(b). (c) Without limiting the generality of Section 7.6(a) above, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware (i) that any representation or warranty made by Parent or Merger Sub in this Agreement or any Ancillary Agreement that is qualified as to materiality has become untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, (ii) of any failure of Parent or Merger Sub 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 or any Ancillary Agreement, in any such case if and only to the extent that such untruth or (d) any material event, developmentinaccuracy, or occurrence that would such failure, could reasonably be expected to give rise cause any of the conditions to a failure the obligations of a condition precedent the Company to consummate the transaction contemplated hereby set forth in Article IX Section 8.3(a) or (b) to fail to be satisfied at the Closing, and (iii) any written notice or other written communication from any Person alleging that would otherwise reasonably the consent of such Person is or may be expected to prevent or materially delay the consummation of required in connection with the transactions contemplated by this Agreement; hereby; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements be deemed to modify any representation or warranty of the parties herein Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the parties hereunder Company to consummate the transactions contemplated by this Agreement or constitute, in and of itself, a breach giving rise the remedies available to the failure parties hereunder; and provided further, that the terms and conditions of a condition the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 7.6(c). (d) The Company shall promptly advise Parent orally and in writing of any change or event that has or could reasonably be expected to have a Company Material Adverse Effect. Each of the Company and Parent shall promptly advise the other party orally or in writing of any change or event that has or could reasonably be expected to cause any of the conditions to Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) VIII not to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of satisfied by the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfiedOutside Date.

Notification of Certain Matters. During the period following Between the date hereof until the earlier of the Closing Date and the termination of this Agreement pursuant to its termsClosing, each of Seller and Purchaser shall will give prompt notice in writing to the other party upon receiving Knowledge of Buyer of: (a) any notices, complaints, investigations or hearings (or communications indicating that the same may be contemplated) occurrence of any Governmental Authorities with respect event that will result, or is reasonably likely to result, in a Material Adverse Effect or in the transactions contemplated hereby or by the Ancillary Agreementsfailure to satisfy a condition specified in Article VI, and (b) any written notices notice or other written communications communication from any third Persons Person alleging that the consent of such third Person is or may be required in connection with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated by this Agreement, or . The Seller may disclose to Buyer in writing (din the form of updated Schedules) any material eventvariances from the representations and warranties contained in Article III if they pertain to facts, developmentcircumstances, or occurrence conditions that would reasonably did not exist prior to the execution of this Agreement (“New Information”). The delivery of such updated Schedule(s) containing New Information (which, for the avoidance of doubt, may qualify representations and warranties that do not have a Schedule reference) will be expected deemed to give rise to a failure have cured any misrepresentation or breach of a condition precedent set forth in Article IX warranty that otherwise might have existed hereunder by reason of such variance or that would otherwise reasonably be expected to prevent or materially delay the consummation inaccuracy, solely for purposes of the transactions contemplated by this Agreement; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements of the parties herein or the conditions to the obligations of the parties hereunder or constitute, in and of itself, a breach giving rise to the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date Section 6.1 of this Agreement, would have been required) to be set forth or described on Sections 4.04and for no other purposes, 4.05including for the avoidance of doubt, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining Seller’s indemnification obligations under Section 8.3(b) of this Agreement. Additionally, in the existence or occurrence event that the delivery of any updated Schedule(s) by Seller containing New Information as permitted under this Section 5.3 identifies a breach pursuant of Seller’s representations and warranties contained herein for which a Buyer Indemnified Party would be entitled to indemnification from Seller under Section 11.01(a8.3(b) following the Closing, Buyer shall have the right to deliver a Claim Notice to Seller prior to Closing and, if the Closing occurs, require a reduction at Closing to the Closing Cash Payment and determining a corresponding increase to the Escrow Amount in an amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or equal to the Claimed Amount specified in such Claim Notice; provided, that any reduction at Closing to the Closing Cash Payment and corresponding increase to the Escrow Amount shall not exceed $700,000 in the conditions set forth in Section 9.02 have been satisfiedaggregate.

Notification of Certain Matters. During To the period following the date hereof until the earlier of the Closing Date extent permitted by applicable Law, Buyer and the termination of this Agreement pursuant to its terms, Sellers shall promptly notify each of Seller and Purchaser shall give prompt notice to the other party upon receiving Knowledge in writing of (a) any noticesfact, complaintschange, investigations condition, circumstance or hearings occurrence or nonoccurrence of any event of which it is aware that will or is reasonably likely to result in any of the conditions set forth in Article VI of this Agreement becoming incapable of being satisfied (or communications indicating assuming for purposes of Section 6.1(a) that the same may closing conditions applicable to Closing on or before the Initial Outside Date are applicable (it being understood that compliance with the obligations under this Section 5.10 shall not be contemplated) of any Governmental Authorities with respect a condition to closing following the transactions contemplated hereby or by the Ancillary Agreements, Initial Outside Date)); (b) any written notices notice or other written communications communication received by such party by any Governmental Authority in connection with (1) this Agreement or the transactions contemplated hereby, (2) from any third Persons Person alleging that the consent of such Person is or may be required in connection with respect to the transactions contemplated hereby hereby, if the subject matter of such communication or the failure of such party to obtain such consent could be material to Sellers, the Company, the Business or Buyer, or (3) relating to issued or pending Program Lender licenses or consents and/or actual or potential reserve amounts required to be maintained by the Ancillary Agreements, Company; and (c) the institution of any material Action Actions commenced or, to such party’s knowledge, threatened against or involving Seller such party or any of its Subsidiaries Affiliates which relate to this Agreement or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated by this Agreement, or (d) any material event, development, or occurrence that would reasonably be expected to give rise to a failure of a condition precedent set forth in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreementhereby; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or covenants, agreements of the parties herein or the conditions to the obligations of the parties hereunder or constituteherein. In addition, prior to Closing, Sellers shall provide to Buyer periodic informational updates (and in and of itself, a breach giving rise to any event no less frequently than once per calendar month) regarding the failure of a condition to Reimbursable Loss Loans (including without limitation updates from management regarding actions taken by the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter Company with respect to the Reimbursable Loss Loans and any matterprepared loss calculations relating to such Reimbursable Loss Loans), eventand, circumstance or condition which was required (orfollowing Closing, if occurring before, or existing and known at, the date of this Agreement, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining Buyer shall provide periodic informational updates regarding the amount of Losses arising out losses it has incurred in respect of the Reimbursable Loss Loans (and in any event no less frequently than once per calendar quarter); provided, however, that no such informational updates shall affect the representations, warranties, covenants, agreements of the parties or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfiedto the obligations of the parties herein.

Notification of Certain Matters. During Until the period following the date hereof until the earlier of the Closing Date and the termination of this Agreement pursuant to its termsClosing, each of Seller and Purchaser Sellers shall give prompt notice to Buyer of: (i) the other party upon receiving Knowledge occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which, to Sellers’ Knowledge, would be likely to cause any representation or warranty made by Sellers in Article IV to be untrue or inaccurate at or prior to the Closing, and (aii) any noticesfailure of Sellers to comply with or satisfy any covenant, complaintscondition, investigations or hearings agreement to be complied with or satisfied by Sellers hereunder prior to Closing. Until the Closing, Buyer shall give prompt notice to Sellers of: (i) the occurrence or communications indicating that the same may be contemplated) nonoccurrence of any Governmental Authorities event the occurrence or nonoccurrence of which, to Buyer’s Knowledge, would be likely to cause any representation or warranty contained in Article V to be untrue or inaccurate at or prior to the Closing, and (ii) any failure of Buyer to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by Buyer hereunder prior to Closing. With respect to the transactions contemplated hereby or by the Ancillary AgreementsSellers’ representations in Article IV, (b) any written information contained in such notices or other written communications from any third Persons alleging Sellers that the consent of affects such Person is or may representations and warranties shall be required with respect added to the transactions contemplated hereby or by the Ancillary AgreementsSellers Disclosure Schedule, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated by this Agreement, or (d) any material event, development, or occurrence that would reasonably be expected to give rise to a failure of a condition precedent set forth in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreementas appropriate; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect for purposes of determining the representations, warranties, covenants or agreements satisfaction of the parties herein or any of the conditions to the obligations of the parties hereunder or constitute, in and of itself, a breach giving rise to the failure of a condition to the Closing set forth Buyer in Article IX. For informational purposes onlyIX and the liability of Buyer and Sellers following Closing for breaches of their respective representations, upon Purchaser’s reasonable requestwarranties, Seller and covenants under this Agreement, the Sellers Disclosure Schedule shall use its commercially reasonable efforts be deemed to supplement or amend in writing include only the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, information contained therein on the date of this Agreement, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 other than any supplemental information provided for Section 4.13 of the Seller Sellers Disclosure Letter. For claritySchedule, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to extent the same is provided in accordance with this Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfied7.3.

Notification of Certain Matters. During Purchaser, on the period following one hand, and Seller on the other hand, shall use their respective commercially reasonable efforts to promptly notify each other of, to the extent they occur after the date hereof until the earlier of the Closing Date and the termination of this Agreement pursuant to its terms, each of Seller and Purchaser shall give prompt notice to the other party upon receiving Knowledge of (ai) any noticesMaterial actions, complaintssuits, investigations claims or hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities proceedings in connection with respect to the transactions contemplated hereby by this Agreement notified to the Seller or by Purchasers or, to the Ancillary AgreementsKnowledge of Seller or the Knowledge of Purchaser, threatened, against the Seller, the Target Companies or Purchaser, as the case may be; (bii) the occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VI not to be satisfied; (iii) any written notices or other written communications notice from any third Persons Person alleging that the consent of such Person is or may be required in connection with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated by this Agreement, or (d) any material event, development, or occurrence that would reasonably be expected to give rise to a failure of a condition precedent set forth in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement; or (iv) the occurrence of any event, circumstance, development, state of facts, occurrence, change or effect which has a Material Adverse Effect or the occurrence of any event, circumstance, development, state of facts, change or effect which could reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect. From time to time prior to the Closing, Seller shall have the right to supplement or amend the Seller Disclosure Letter hereto with respect to any matter hereafter arising or of which it becomes aware (in this last case when the respective representation is qualified by “Knowledge”) after the date hereof, including under the Coordination Agreement, the Closing Restructure, the CREA Transfer and/or any capitalizations that may be undertaken by Seller between this date and Closing (each a “Schedule Supplement”), and each such Schedule Supplement shall be deemed to be incorporated into and to supplement and amend the Seller Disclosure Letter as of the Closing Date; provided, however, that, except as indicated in the Coordination Agreement the Closing Restructure, the CREA Transfer and/or any capitalizations that without prejudice may be undertaken by Seller between this date and Closing, in the event such event, development or occurrence which is the subject of the Schedule Supplement constitutes or relates to Purchaser’s rights under Article XIsomething that is outside the Ordinary Course of Business and results, no such notification individually or in the aggregate, or could reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect, then Purchaser shall have the right to terminate this Agreement for failure to make such notification shall affect satisfy the representations, warranties, covenants or agreements of the parties herein or the conditions to the obligations of the parties hereunder or constitute, in and of itself, a breach giving rise to the failure of a closing condition to the Closing set forth in Article IX. For informational purposes onlyVI; provided, upon Purchaser’s reasonable requestfurther, Seller that if Purchaser do not elect to terminate this Agreement within 15 Business Days of its receipt of such Schedule Supplement, then Purchaser shall use its commercially reasonable efforts be deemed to supplement or amend in writing the Seller Disclosure Letter have irrevocably waived any right to terminate this Agreement with respect to such matter under any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfiedArticle VI.

Notification of Certain Matters. During the period following From the date hereof until through the earlier of Closing, the Closing Date and the termination of this Agreement pursuant to its terms, each of Seller and Purchaser Sellers shall give prompt notice to the other party upon receiving Knowledge Buyer of (a) any noticesthe occurrence, complaintsor failure to occur, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities with respect event which occurrence or failure would be likely to the transactions contemplated hereby cause any representation or by the Ancillary Agreementswarranty contained in this Agreement or in any Exhibit or Schedule hereto to be untrue or inaccurate, (b) any written notices failure of the Sellers, or other written communications from their affiliates, or of any third Persons alleging of their respective Representatives, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement or any Exhibit or Schedule hereto and (c) whether such occurrence or non-occurrence gives Buyer that right to terminate this Agreement pursuant to Section 10.1(a)(iii) hereof. In such event, (x) if the consent Sellers have notified Buyer in accordance with this Section 6.3 that Buyer has the right to terminate this Agreement pursuant to Section 10.1(a)(iii) hereof by reason of such Person is development and Buyer fails to exercise such right prior to the Closing, the written notice provided by the Sellers to Buyer pursuant to this Section 6.3 shall be deemed (i) to have amended the Disclosure Schedule, (ii) to have qualified the representations and warranties contained in Article IV hereof, and (iii) to have cured any misrepresentation or may be required breach of warranty that otherwise might have existed hereunder by reason of such development, and (y) if the Sellers have notified Buyer in accordance with this Section 6.3 that Buyer does not have the right to terminate this Agreement pursuant to Section 10.1(a)(iii), then any remedies with respect to such development available to Buyer under Section 9.4 hereof shall remain available to Buyer after the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated by this Agreement, or (d) any material event, development, or occurrence that would reasonably be expected to give rise to a failure of a condition precedent set forth in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements of the parties herein or the conditions to the obligations of the parties hereunder or constitute, in and of itself, a breach giving rise to the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfiedClosing.

Notification of Certain Matters. During the period following From and after the date hereof until the earlier of the Closing Date and the termination of this Agreement pursuant to its termsuntil the Effective Time, the Company and Parent shall notify each of Seller and Purchaser shall give prompt notice to the other party upon receiving Knowledge of in writing promptly after (a) any noticesbecoming aware of (i) the occurrence, complaintsor non-occurrence, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities with respect event that, individually or in the aggregate, would reasonably be expected to cause any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement not to be satisfied, or (ii) the failure of such party to comply with any covenant or agreement to be complied with by it pursuant to this Agreement which, individually or in the aggregate, would reasonably be expected to result in any condition to the obligations of any party to effect the Merger and the other transactions contemplated by this Agreement not to be satisfied, (b) receiving any notice or other communication from any Governmental Authority, utility, independent system operator, market regulator or regional transmission organization in connection with the Merger or other transactions contemplated hereby or by the Ancillary Agreements, (b) any written notices or other written communications from any third Persons Person alleging that the consent of such Person is or may be required in connection with respect to the transactions contemplated hereby Merger or by the Ancillary Agreements, (c) the institution of any material Action is commenced or, to such party’s knowledge, threatened against, relating to or involving Seller such party or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, which relate to the transactions contemplated by this Agreement, or (d) any material event, development, or occurrence that would reasonably be expected to give rise to a failure of a condition precedent set forth in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this AgreementMerger; provided, however, that without prejudice the delivery of any notice pursuant to Purchaser’s rights under Article XI, no this Section 7.09 shall not cure any breach of any representation or warranty requiring disclosure of such notification or failure matter prior to make such notification shall affect the representations, warranties, covenants or agreements of the parties herein or the conditions to the obligations of the parties hereunder or constitute, in and of itself, a breach giving rise to the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this AgreementAgreement or otherwise limit or affect the remedies available hereunder to either party, would have been required) and the failure to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither deliver any such supplemental or amended disclosure, nor notice shall not affect any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in SECTION VIII; and provided, further, that the delivery of any notice pursuant to this Section 9.02 have 7.09 shall not cause the failure of any condition set forth in SECTION VIII to be satisfied nor shall the delivery of any such notice be deemed an admission that any condition in SECTION VIII, is not or will not be satisfied or that there has been satisfiedany Material Adverse Effect.

Notification of Certain Matters. (a) During the period following Pre-Closing Period, the date hereof until the earlier Company shall give prompt notice to Parent of the occurrence or non-occurrence of any event that results in the breach of any representation, warranty, covenant or agreement of the Company herein such that any closing condition contained in Sections 8.3(a) and 8.3(b) would not be satisfied (assuming that the Closing Date and were to occur at such time); provided, however, that the termination delivery of this Agreement any notice pursuant to its termsthis Section 7.8 shall not limit or otherwise affect the remedies available to Parent or MergerCo hereunder. (b) During the Pre-Closing Period, Parent shall give prompt notice to the Company of the occurrence or non-occurrence of any event that results in the breach of any representation, warranty, covenant or agreement of Parent herein such that any closing condition contained in Sections 8.2(a) and 8.2(b) would not be satisfied (assuming that the Closing were to occur at such time); provided, however, that the delivery of any notice pursuant to this Section 7.8(b) shall not limit or otherwise affect the remedies available to the Company hereunder. (c) During the Pre-Closing Period, each of Seller the Company and Purchaser Parent shall give prompt notice to the other party upon receiving Knowledge of (ai) any notices, complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities with respect to the transactions contemplated hereby or by the Ancillary Agreements, (b) any written notices notice or other written communications communication from any third Persons Person alleging that the consent authorization, license, permit, consent, waiver or approval of such Person is or may be required in connection with respect to this Agreement, the other Transaction Documents and the transactions contemplated hereby or by the Ancillary Agreementsthereby, (cii) any notice or other communication from any Governmental Authority in connection with this Agreement, the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to other Transaction Documents and the transactions contemplated by hereby or thereby and (iii) any Claim relating to or involving or otherwise affecting such party that relates to this Agreement, the other Transaction Documents and the transactions contemplated hereby or thereby. (d) During the Pre-Closing Period, the Company shall give prompt notice to Parent of any material fact, event, change, development, circumstance or occurrence effect occurring after the date hereof (or of which it became aware after the date hereof) that would has had or could reasonably be expected to give rise to a failure of a condition precedent set forth have, individually or in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements of the parties herein or the conditions to the obligations of the parties hereunder or constitute, in and of itselfaggregate, a breach giving rise to the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfiedCompany Material Adverse Effect.

Notification of Certain Matters. During (a) Subject to applicable Law and the instructions of any Governmental Authority, each of the Company and Parent shall keep the other reasonably apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Parent or the Company, as the case may be, or any of their Subsidiaries, from any third party with respect to such transactions. (b) Without derogating from the generality of Section 7.6(a) above, at all times during the period following commencing with the date hereof execution and delivery of this Agreement and continuing until the earlier to occur of the Closing Date and the termination of this Agreement pursuant to its termsArticle IX and the Effective Time, each of Seller and Purchaser the Company shall give prompt notice to the other party Parent and Merger Sub upon receiving Knowledge of becoming aware (ai) that any noticesrepresentation or warranty made by it in this Agreement or any Ancillary Agreement that is qualified as to materiality has become untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, complaints, investigations or hearings (or communications indicating that the same may be contemplatedii) of any Governmental Authorities failure of the Company 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 or any Ancillary Agreement, if and only to the extent that such untruth or inaccuracy, or such failure, would reasonably be expected to cause any of the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated hereby set forth in Sections 8.2(a) or 8.2(b) to fail to be satisfied at the Closing, (iii) any matter hereafter arising or discovered that, if existing or known by the Ancillary AgreementsCompany on the date hereof, would have been required to be set forth or described in the Company Disclosure Letter, and (biv) any written notices notice or other written communications communication from any third Persons Person alleging that the consent of such Person is or may be required in connection with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated by this Agreement, or (d) any material event, development, or occurrence that would reasonably be expected to give rise to a failure of a condition precedent set forth in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreementhereby; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties herein hereunder; and provided further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 7.6(a). (c) Without derogating from the generality of Section 7.6(a) above, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware (i) that any representation or warranty made by Parent or Merger Sub in this Agreement or any Ancillary Agreement that is qualified as to materiality has become untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, (ii) of any failure of Parent or Merger Sub 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 or any Ancillary Agreement, in any such case if and only to the extent that such untruth or inaccuracy, or such failure, would reasonably be expected to cause any of the conditions to the obligations of the Company to consummate the transaction contemplated hereby set forth in Section 8.3(a) or (b) to fail to be satisfied at the Closing, (iii) any matter hereafter arising or discovered that, if existing or known by the Parent or Merger Sub on the date hereof, would have been required to be set forth or described in a disclosure letter, and (iv) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby; provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the parties hereunder Company to consummate the transactions contemplated by this Agreement or constitute, in and of itself, a breach giving rise the remedies available to the failure parties hereunder; and provided further, that the terms and conditions of a condition the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 7.6(c). (d) The Company shall promptly advise Parent orally and in writing of any change or event that has or could reasonably be expected to have a Company Material Adverse Effect or cause any of the conditions to Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) VIII not to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of satisfied through the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfiedOutside Date.

Notification of Certain Matters. During (a) Subject to applicable Law and the instructions of any Governmental Authority, each of the Company and Parent shall keep the other reasonably apprised of the status of matters relating to completion of the transactions contemplated hereby, including (subject to any confidentiality obligations) promptly furnishing the other with copies of notices or other communications received by Parent or the Company, as the case may be, or any of their Subsidiaries, from any Governmental Authority with respect to such transactions. (b) Without limiting the generality of Section 7.6(a) above, at all times during the period following commencing with the date hereof execution and delivery of this Agreement and continuing until the earlier to occur of the Closing Date and the termination of this Agreement pursuant to its termsArticle IX and the Effective Time, each of Seller and Purchaser the Company shall give prompt notice to the other party Parent and Merger Sub upon receiving Knowledge of becoming aware (ai) that any noticesrepresentation or warranty made by it in this Agreement or any Ancillary Agreement that is qualified as to materiality has become untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, complaints, investigations or hearings (or communications indicating that the same may be contemplatedii) of any Governmental Authorities failure of the Company to comply with or satisfy in any material respect any covenant, condition or agreement to the transactions contemplated hereby be complied with or satisfied by the it under this Agreement or any Ancillary AgreementsAgreement, and (biii) any written notices notice or other written communications communication from any third Persons Person alleging that the consent of such Person is or may be required in connection with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated by this Agreement, or (d) any material event, development, or occurrence that would reasonably be expected to give rise to a failure of a condition precedent set forth in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreementhereby; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties herein hereunder; and provided further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 7.6(b). (c) Without limiting the generality of Section 7.6(a) above, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware (i) that any representation or warranty made by Parent or Merger Sub in this Agreement or any Ancillary Agreement that is qualified as to materiality has become untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, (ii) of any failure of Parent or Merger Sub 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 or any Ancillary Agreement, and (iii) any written notice or other written communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby; provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the parties hereunder Company to consummate the transactions contemplated by this Agreement or constitute, in and of itself, a breach giving rise the remedies available to the failure parties hereunder; and provided further, that the terms and conditions of a condition the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 7.6(c). (d) The Company shall promptly advise Parent orally and in writing of any change or event that has or could reasonably be expected to have a Company Material Adverse Effect. Each of the Company and Parent shall promptly advise the other party orally or in writing of any change or event that has or could reasonably be expected to cause any of the conditions to Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) VIII not to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of satisfied by the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfiedOutside Date.

Notification of Certain Matters. During the period following the date hereof until the earlier of the Closing Date Parent and the termination of this Agreement pursuant to its terms, Company shall each of Seller and Purchaser shall give prompt notice to the other party upon receiving Knowledge Party if any of the following occur after the date hereof (provided that no such notice shall limit or otherwise affect any of the representations, warranties, covenants, obligations or conditions contained in this Agreement): (a) any notices, complaints, investigations or hearings (or communications indicating that the same may be contemplated) receipt of any Governmental Authorities with respect written notice to the transactions contemplated hereby or by the Ancillary Agreements, (b) any written notices or other written communications receiving Party from any third Persons Person alleging that the consent Consent of such third Person is or may be required in connection with respect the Merger or the other transactions contemplated hereby and such Consent could (in the good faith determination of such Party) reasonably be expected to (i) prevent or materially delay the Closing or the other transactions contemplated hereby or (ii) be material to Parent, the Company or the Surviving Corporation; (b) receipt of any notice or other communication from any Governmental Authority (except for any notice or communication contemplated by Section 5.5), Nasdaq in connection with the Ancillary Agreements, Merger or the other transactions contemplated hereby; (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each casecommenced or, to the Knowledge of the Company or Parent, as applicable, threatened that (x) if pending on the date hereof, would have been required to have been disclosed by the Company or Parent, as applicable, pursuant to this Agreement or (y) otherwise relates to this Agreement or the consummation of the transactions contemplated by this Agreement, or hereby; or (d) any material eventthe occurrence of a fact, development, event or occurrence circumstance that would or could reasonably be expected to give rise to a failure of a condition precedent set forth in Article IX or that would otherwise reasonably be expected to (i) prevent or materially delay the consummation of the Closing or the other transactions contemplated by hereby or (ii) result in the failure of any condition in Article VI to be satisfied; provided that the delivery of any notice under this AgreementSection 5.3 shall not limit or otherwise affect the Parties’ respective rights and remedies available hereunder and no information delivered under this Section 5.3 shall, or shall be deemed to, qualify or modify or cure any inaccuracy with respect to any of the Parties’ respective representations and warranties hereunder; provided, howeverfurther, that without prejudice to Purchaserany Party’s rights under Article XIbreach of, no such notification or failure to make such notification perform or comply with its obligations under, this Section 5.3 shall affect the representations, warranties, covenants or agreements of the parties herein or the conditions to the obligations of the parties hereunder or constitute, not (in and of itself, a breach giving rise ) be deemed to constitute the failure of a any condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts VI to supplement be satisfied or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring beforeconsidered a breach of, or existing and known ata failure to perform or comply with, the date of this Agreement, would have been required) to be set forth a covenant or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including agreement hereunder for purposes of determining the existence Article VII, or occurrence give rise to any right of a breach pursuant to termination under Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfied7.1.

Notification of Certain Matters. During the period following From the date hereof of this Agreement until the earlier Closing, the Hatteras Sellers shall promptly notify Purchaser (each such notice, an “Event Notice”) of (i) any Action commenced or, to the knowledge of the Closing Hatteras Sellers, threatened against any Hatteras Group member, (ii) any written notice or other written communication received by the Hatteras Sellers or any other Hatteras Group member from any Person from whom the Consent of such Person is required as a condition to a Party’s obligation to consummate the transactions contemplated hereby, (iii) any written notice or other written communication from any Governmental Authority in connection with the transactions contemplated hereby, and (iv) any material increase or decrease in the amount of net assets under management pursuant to an Investment Advisory Agreement in existence as of the Base Date and as a result of subscriptions or withdrawals made by investors in the termination Client under such Investment Advisory Agreement. Following receipt of an Event Notice, Purchaser shall promptly notify the Hatteras Sellers (each such notice, a “Breach Notice”) if the Purchaser believes the event or circumstance described in the Event Notice would prevent the Hatteras Sellers from satisfying a condition set forth in Section 7.2 or gives rise to a breach permitting the Purchaser to terminate this Agreement pursuant to its terms, each of Seller and Article IX. Any Breach Notice shall set out in reasonable detail the basis for such believed breach or unfulfilled condition. If the Purchaser shall give prompt notice fails to the other party upon receiving Knowledge of (a) any notices, complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities deliver a Breach Notice with respect to an Event Notice promptly following receipt of such Event Notice, the transactions contemplated hereby Purchaser shall not be permitted to terminate this Agreement or by the Ancillary Agreements, (b) any written notices or other written communications from any third Persons alleging claim that the consent of such Person is or may be required with respect Hatteras Sellers have failed to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated by this Agreement, or (d) any material event, development, or occurrence that would reasonably be expected to give rise to a failure of satisfy a condition precedent set forth in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements of the parties herein or the conditions to the obligations of the parties hereunder or constitute, in and of itself, a breach giving rise to the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfied7.2 based on the event or circumstance described in such Event Notice.

Notification of Certain Matters. During the period following the date hereof until the earlier of the Closing Date and the termination of this Agreement pursuant to its terms, each of Seller and Purchaser shall give prompt notice to the other party upon receiving Knowledge of (a) During the Interim Period, the Seller Parties shall promptly notify Buyer (i) if any noticesrepresentation or warranty made by the Seller Parties in this Agreement was, complaintswhen made, investigations or hearings has subsequently become, untrue in any material respect, (or communications indicating that the same may be contemplatedii) of the occurrence or non-occurrence of any Governmental Authorities with respect event which has caused or may reasonably be expected to cause any condition to the transactions contemplated hereby or by the Ancillary Agreements, (b) any written notices or other written communications from any third Persons alleging that the consent obligations of such Person is or may be required with respect Buyer to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to effect the transactions contemplated by this AgreementAgreement not to be satisfied, or (diii) of the failure of the Seller Parties to comply with or satisfy any material eventcovenant, development, condition or occurrence that would agreement to be complied with or satisfied by it pursuant to this Agreement which may reasonably be expected to give rise result in any condition to a failure the obligations of a condition precedent set forth any party hereto to effect the transactions contemplated hereby not to be satisfied. (b) During the Interim Period, Buyer shall promptly notify the Seller Parties (i) if any representation or warranty made by Buyer in Article IX this Agreement was, when made, or that would otherwise has subsequently become, untrue in any material respect, (ii) of the occurrence or non-occurrence of any event which has caused or may reasonably be expected to prevent or materially delay cause any condition to the consummation obligations of the Seller Parties to effect the transactions contemplated by this Agreement; providedAgreement not to be satisfied, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements (iii) of the parties herein failure of Buyer to comply with or the conditions satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which may reasonably be expected to result in any condition to the obligations of any party hereto to effect the parties hereunder or constitute, in and of itself, a breach giving rise to the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) transactions contemplated hereby not to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 satisfied. (c) The delivery of any notice pursuant to this Section 6.3 shall not be deemed to modify the representations and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including warranties in this Agreement for purposes of determining the existence Article VIII or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfied.Article X.

Notification of Certain Matters. During the period following the date hereof until the earlier of the Closing Date and the termination of this Agreement pursuant to its terms, each of Seller and Purchaser shall give prompt notice to the other party upon receiving Knowledge of (a) During the Pre-Closing Period, the Company shall promptly disclose to Nocturne in writing any notices, complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities with respect to the transactions contemplated hereby or by the Ancillary Agreements, (b) any written notices or other written communications from any third Persons alleging that the consent of such Person is or may be required with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated by this Agreement, or (d) any material event, development, fact or occurrence circumstance of which the Company has Knowledge, that causes or would reasonably be expected to give rise to a failure of a condition precedent set forth result in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements of the parties herein or the conditions to the obligations of the parties hereunder or constitute, in and of itself, a breach giving rise to the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been 2.4(a) or Section 2.4(c) to be satisfied. (b) During the Pre-Closing Period, Nocturne shall promptly disclose to the Company in writing any development, fact or circumstance of which Nocturne has Knowledge, that causes or would reasonably be expected to result in the failure of the conditions set forth in Section 2.4(a) or Section 2.4(b) to be satisfied. (c) In the event that any Proceeding related to this Agreement, any Ancillary Agreement or the Transactions is brought, or, to the Knowledge of Nocturne, threatened in writing, against Nocturne or the Nocturne Board by any Nocturne Shareholder at any time during the Pre-Closing Period, Nocturne shall promptly notify the Company of any such Proceeding and keep the Company reasonably informed with respect to the status thereof. Nocturne shall provide the Company the opportunity to participate in (subject to a customary joint defense agreement), but not control and the defense of any such Proceeding, shall give due consideration to the Company’s advice with respect to such Proceeding. (d) In the event that any Proceeding related to this Agreement, any Ancillary Agreement or the Transactions is brought, or, to the Knowledge of the Company, threatened in writing, against the Company or the board of Directors of the Company by any Company Stockholder at any time during the Pre-Closing Period, the Company shall promptly notify Nocturne of any such Proceeding and keep Nocturne reasonably informed with respect to the status thereof. The Company shall provide Nocturne the opportunity to participate in (subject to a customary joint defense agreement), but not control and the defense of any such Proceeding, shall give due consideration to Nocturne’s advice with respect to such Proceeding.

Notification of Certain Matters. During the period following the date hereof until the earlier of the Closing Date (a) Each party hereto and the termination of this Agreement pursuant to its terms, each of Seller and Purchaser Series A Holders shall give prompt notice to the each other party upon receiving Knowledge of (a) any notices, complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities with respect to the transactions contemplated hereby or by the Ancillary Agreements, (bi) any written notices notice or other written communications communication received by such party from any third Persons Governmental Entity in connection with the Merger or other transactions contemplated by this Agreement or the Ancillary Documents or from any Person alleging that the consent of such Person is or may be required in connection with respect to the transactions contemplated hereby Merger or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to the other transactions contemplated by this AgreementAgreement or the Ancillary Documents, if the subject matter of such communication or (d) any material event, development, or occurrence that would the failure of such party to obtain such consent could reasonably be expected likely to give rise to a failure result in any of a condition precedent the conditions set forth in Article IX ARTICLE VI not being able to be satisfied prior to the Outside Date, and (ii) any Action commenced or, to such party’s knowledge, threatened in writing, against the Company or any of the Company Subsidiaries, the Series A Holders or Parent or Merger Sub or any of their respective Affiliates, as the case may be, that would otherwise reasonably be expected relate to prevent this Agreement or materially delay any Ancillary Document or the consummation of the transactions Merger or any other transaction contemplated by hereby and thereby. (b) The Company may supplement, amend or update the sections of the Company Disclosure Schedule relating to ARTICLE III hereof solely for any matters arising after the date of this Agreement, including but not limited to any acquisition of Tower Assets or occurrence of any Casualty Losses after the date of this Agreement, except to the extent that the information disclosed in all such supplements, amendments or updates, would constitute, individually or in the aggregate, a Material Adverse Effect; provided, however, that without prejudice any supplement, amendment or update to Purchaser’s rights under Article XIthe Company Disclosure Schedule provided to Parent within the fourteen (14) calendar day period prior to the Closing shall not be effective unless expressly accepted in writing by Parent, no in its sole discretion. Upon being furnished to Parent by the Company, such notification permitted supplement, amendment or failure update to make the Company Disclosure Schedule shall become part of the Company Disclosure Schedule and the inclusion of any such notification permitted supplement, amendment or update shall affect not be taken into account or given effect in determining whether the conditions set forth in ARTICLE VI have been satisfied, but shall be taken into account and given effect for the purpose of determining whether the Company has breached any of its representations, warranties, covenants or other agreements of the parties herein or the conditions to the obligations of the parties hereunder or constitute, in and of itself, a breach giving rise to the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfiedas though originally included therein.

Notification of Certain Matters. During the period following (a) From the date hereof until the earlier of the Closing Date and the termination of this Agreement pursuant to its termsuntil the Closing Date, (i) each of Seller Sellers and Purchaser Buyer shall give prompt written notice to the other party upon receiving Knowledge of (aA) the occurrence, or failure to occur, of any event, circumstance or fact that is reasonably likely to cause any of such Party’s own representations or warranties contained in this Agreement to be untrue in any material respect; and (B) any noticesfailure of such Party to comply with or satisfy, complaintsin any material respect, investigations any of such Party’s own covenants, conditions or hearings agreements to be complied with or satisfied by it under this Agreement; and (or communications indicating that the same may be contemplatedii) Sellers shall give prompt written notice to Buyer of any Governmental Authorities with respect other material development affecting the Purchased Assets or the Assumed Liabilities, including the occurrence of any event, circumstance or fact that is required to be disclosed on Schedule 4.23(c). Such notice shall provide a reasonably detailed description of the relevant circumstances and shall include the amount that such Party believes, based on facts known to such Party, would be payable by such Party pursuant to the transactions contemplated hereby or by the Ancillary Agreements, (b) any written notices or other written communications from any third Persons alleging that the consent of such Person is or may be required with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated by this Agreement, or (d) any material event, development, or occurrence that would reasonably be expected to give rise to a failure of a condition precedent indemnification provisions set forth in Article IX 10. Unless otherwise acknowledged in writing, the content of any notice or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements of the parties herein or the conditions to the obligations of the parties hereunder or constitute, in and of itself, a breach giving rise to the failure of a condition update delivered prior to the Closing Date pursuant to this Section 6.4 shall not be deemed to amend or supplement the Schedules or to modify the applicable representations, warranties and covenants contained in this Agreement or the other Transaction Documents for purposes of determining whether applicable conditions precedent in Article 8 and Article 9 are satisfied or for purposes of determining or calculating the Parties’ indemnification obligations set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, 10. (b) If (i) Buyer or any Seller shall use its commercially reasonable efforts discovers at any time following the date of this Agreement that any Material Contract exists that is not set forth on Schedule 4.17(a) or any Contract exists that was not made available to supplement or amend in writing the Seller Disclosure Letter with respect Buyer by Sellers prior to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement; or (ii) any Seller enters into a Contract or amends, would modifies, accelerates or terminates any Assumed Contract in the ordinary course of business between the date of this Agreement and the Closing Date, then Sellers shall promptly notify Buyer of such fact and provide Buyer with an accurate and complete copy of such Contract or document reflecting any such amendment, modification, acceleration or termination of such Contract. Buyer may, in its sole discretion, designate such Contract either as an Assumed Contract or Excluded Contract, and if Buyer elects to treat such Contract as an Assumed Contract or an Excluded Contract, as applicable, the Parties shall update Schedule 2.1(g) accordingly. (c) At any time prior to the date that is fifteen (15) Business Days prior to Closing, each Party shall have been requiredthe right (but not the obligation) to supplement or amend one or more of their respective Disclosure Schedules with respect to any events or circumstances occurring after the date hereof (each a “Schedule Supplement”) solely to the extent that such Party (the “Updating Party”) certifies in such Schedule Supplement to the other Party (the “Non-Updating Party”) that such events or circumstances (i) cause a breach of a representation or warranty made by the Updating Party in this Agreement, (ii) would cause the closing condition in Section 8.1 or Section 9.1, as applicable, to fail to be set forth or described on Sections 4.04satisfied, 4.05, 4.08, 4.11, 4.17 and 4.20 (iii) do not arise out of a breach of the Seller Disclosure Lettercovenants made by the Updating Party in this Agreement. For clarityUpon the Non-Updating Party’s receipt of a Schedule Update, neither the Non-Updating Party shall have the right to terminate this Agreement by delivery of a written notice to the Updating Party within twenty (20) days of such receipt. If the Non-Updating Party does not deliver a written notice to the Updating Party within such twenty (20) day period, then the Non-Updating Party shall be deemed to have irrevocably waived its right to terminate this Agreement with respect to such Schedule Supplement. Notwithstanding the foregoing, the Parties agree and acknowledge that no disclosure in any such supplemental Schedule Supplement shall cure any inaccuracy in or amended disclosure, nor breach of any failure by Seller to make any such supplement representation or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including warranty contained in this Agreement for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth indemnification rights contained in Section 9.02 have been satisfiedthis Agreement.

Notification of Certain Matters. During the period following the date hereof until the earlier of the Closing Date and the termination of this Agreement pursuant to its terms, each Each of Seller and Purchaser shall give prompt notice to promptly advise the other party upon receiving Knowledge orally and in writing of (a) any noticesrepresentation or warranty made by it contained in this Agreement that is qualified as to materiality being or becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified being or becoming untrue or inaccurate in any material respect, complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities with respect to the transactions contemplated hereby or by the Ancillary Agreements, (b) the failure by it to comply with or satisfy in any written notices material respect any covenant, condition or other written communications from agreement to be complied with or satisfied by it under this Agreement. Should any third Persons alleging that the consent of such Person is fact or may be required with respect condition require any change to the transactions contemplated hereby or by Schedules after the Ancillary Agreements, (c) the institution of any material Action involving Execution Date Seller or any of its Subsidiaries or shall promptly deliver to Purchaser or any of its Subsidiaries that relates, in each case, a written supplement to the transactions contemplated by Schedules specifying such change. The parties contemplate that between the Execution Date and the Closing Date a party may need to modify certain Schedules attached to this Agreement, or and the parties agree that notwithstanding any other provision of this Agreement, any such modification to the Schedules by any party shall not constitute a breach by such party under this Agreement. In this regard, the parties agree to execute at the Closing, a Supplemental Disclosure Agreement (d“Supplemental Disclosure Agreement”) any material event, development, or occurrence in form and substance reasonably satisfactory to Seller and Purchaser that would reasonably be expected to give rise to a failure sets forth the final agreed upon version of a condition precedent set forth in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation each of the transactions contemplated by Schedules to this Agreement; , as such Schedules may change between the Execution Date and the Closing Date in any manner permitted under this Agreement, provided, however, that without prejudice the parties agree to act diligently, reasonably and in good faith to agree on the terms of the Supplemental Disclosure Agreement; and provided further, however, that the form and substance of Schedules 1.0(c), 1.0(d), 1.3, 2.6(a), and 2.8 attached hereto are hereby deemed to be final and Seller shall have no right to request or require any changes to the form and substance of Schedules 1.0(c), 1.0(d), 1.3, 2.6(a) and 2.8 attached hereto unless Purchaser, in Purchaser’s rights under Article XIsole and absolute discretion, no agrees to consider, or consents to, such notification change or failure unless Purchaser requests any such change and Purchaser and Seller subsequently agree upon such change in the manner described above; and provided further, however, that the form and substance of Schedule 1.0(c) attached hereto may be changed to make add additional Assets to such notification shall affect Schedule that Seller actually acquires between the representationsExecution Date and the Closing Date and subtract any Assets that Seller disposes of between the Execution Date and the Closing Date (however, warranties, covenants or agreements of the parties herein or the conditions unless Purchaser consents to the obligations same in writing, any addition or subtraction of Assets from the parties hereunder or constituteBusiness must be done in the ordinary course of Seller’s business (except for subtractions of Assets due to Force Majeure), in and must be consistent with Seller’s past practices (except for subtractions of itself, a breach giving rise Assets due to the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(aForce Majeure) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or may not the conditions set forth in Section 9.02 have been satisfieda Material Adverse Effect).

Notification of Certain Matters. During the period following (a) From the date hereof until the earlier of the Closing Date and the termination of this Agreement pursuant to its termsClosing, each of Seller and Purchaser shall give prompt notice to the other party upon receiving Knowledge extent the SALIC Parties have such Knowledge, the SALIC Parties shall promptly notify Purchaser in writing of: (i) any circumstance, event or action the existence, occurrence or taking of which (a) any noticeshas had or could reasonably be expected to have, complaintsindividually or in the aggregate, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities with respect to the transactions contemplated hereby or by the Ancillary Agreementsa SALIC Material Adverse Effect, (b) has resulted in or could reasonably be expected to result in any written notices representation or warranty made by SALIC hereunder or under any other Ancillary Agreement not being true and correct or (c) could reasonably be expected to result in the failure of any of the conditions set forth in Article VII to be satisfied; (ii) any notice or other written communications communication from any third Persons Person alleging that the consent of such Person is or may be required in connection with respect the Transactions, provided that, if the SALIC Parties are restricted by any confidentiality or non- disclosure obligation that would prevent the SALIC Parties from providing such notice, the SALIC Parties will provide Purchaser with sufficient information, including, the nature of the confidentiality or non-disclosure obligation, the nature of such consent, the type of transaction to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that which such consent relates, in each casethe nature of the counterparty alleging to have such consent right, and any other information reasonably necessary for Purchaser to the transactions contemplated by this Agreement, or evaluate such Person’s alleged consent right; (diii) any material eventnotice or other communication from any Governmental Authority in connection with the Transactions; and (iv) any Actions commenced or threatened against, development, relating to or occurrence that would reasonably be expected to give rise to a failure of a condition precedent set forth in Article IX involving or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements of the parties herein or the conditions to the obligations of the parties hereunder or constitute, in and of itself, a breach giving rise to the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to affecting any matter, event, circumstance or condition which was required (orSALIC Group Company that, if occurring before, or existing and known at, pending on the date of this Agreement, would have been required) required to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach have been disclosed pursuant to Section 11.01(a) and determining 3.9 or that relates to the amount consummation of Losses arising out the Transactions. Purchaser’s receipt of or resulting therefrominformation pursuant to this Section 5.11(a) or otherwise shall not operate as a waiver or otherwise affect any representation, warranty, covenant or agreement given or made by SALIC in this Agreement or the other Ancillary Agreement. (b) With respect to any periodic reporting period, but no less frequently than monthly, the applicable SALIC Group Company shall, as promptly as practicable after such reporting period, notify Purchaser in writing if both (i) loss development under an In-force YRT Reinsurance Contract for purposes such period was adverse and (ii) such adverse development was, in the reasonable judgment of determining whether the SALIC Group Company, caused in part or not the conditions set forth in Section 9.02 have been satisfied.whole by higher-than- expected mortality for such period for such In-force YRT Reinsurance Contract. Purchaser’s

Notification of Certain Matters. During the period following the date hereof until the earlier of the Closing Date and the termination of this Agreement pursuant to its terms, each of Seller and Purchaser shall give prompt notice to the other party upon receiving Knowledge of (a) any notices, complaints, investigations or hearings The Company will promptly notify Purchaser of: (or communications indicating that the same may be contemplated) of any Governmental Authorities with respect to the transactions contemplated hereby or by the Ancillary Agreements, (bi) any written notices notice or other written communications communication from any third Persons Person alleging that the consent of such Person is or may be required in connection with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated by this Agreement, or (d) any material event, development, or occurrence that would reasonably be expected to give rise to a failure of a condition precedent set forth in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement; provided(ii) any notice or other communication from any Governmental Body related to or in connection with the transactions contemplated by this Agreement; and (iii) promptly upon discovery thereof, howeverany variances from, or the existence or occurrence of any event, fact or circumstance arising after the execution of this Agreement that without prejudice would reasonably be expected to Purchaser’s rights under cause, any of the representations and warranties contained in Article XI, no III to be untrue or inaccurate such that the condition set forth in Section 7.2(b) not to be satisfied. If the subject matter of any such notification or failure required by the previous sentence requires any change in the Schedules, the Company shall deliver to make such notification shall affect the representations, warranties, covenants or agreements of the parties herein or the conditions to the obligations of the parties hereunder or constitute, in and of itself, a breach giving rise to the failure of a condition Purchaser prior to the Closing set forth a supplement to such Schedule (the “Updated Schedules”) with such change; provided that in Article IX. For informational purposes onlyno event will any Updated Schedule serve to amend, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend modify the Schedules for purposes of Section 7.2(b); provided further that if the Closing occurs, the Updated Schedules will be considered and deemed to be part of the Schedules for all purposes under this Agreement, and each reference in writing this Agreement to a particular Schedule will mean such Schedule in, or as updated by, the Seller Disclosure Letter Updated Schedules. (b) Purchaser will promptly notify the Company of: (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with respect the transactions contemplated by this Agreement; (ii) any notice or other communication from any Governmental Body related to or in connection with the transactions contemplated by this Agreement; (iii) any matter, event, circumstance Actions relating to or condition which was required (orinvolving or otherwise affecting Purchaser or its Affiliates that, if occurring before, or existing and known at, pending on the date of this Agreement, would have been required) required to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach have been disclosed pursuant to Section 11.01(a4.6 or that relate to the transactions contemplated by this Agreement; and (iv) and determining any breach or inaccuracy of any representation or warranty contained in this Agreement at any time during the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not term hereof that could reasonably be expected to cause the conditions set forth in Article VII not to be satisfied; provided that the delivery of any notice pursuant to this Section 9.02 have been satisfied6.5(a) will not limit the remedies available to Sellers under or with respect to this Agreement.

Notification of Certain Matters. During (a) Each Selling Shareholder shall give notice to Purchaser promptly after becoming aware of (i) the period following occurrence or non-occurrence of any event whose occurrence or non-occurrence would be likely to cause either (A) (x) any representation or warranty of such Selling Shareholder contained in this Agreement or in any certificate of such Selling Shareholder delivered in connection herewith that is qualified as to materiality or any representation or warranty of such Selling Shareholder in Sections 4.1, 4.3, 4.6, 4.7, 4.8, 4.11, 4.14, 4.16, 4.26 and 4.28 to be untrue or incorrect in any respect and (y) other than the representations and warranties in Sections 4.1, 4.3, 4.6, 4.7, 4.8, 4.11, 4.14, 4.16, 4.26 and 4.28, any representation or warranty of such Selling Shareholder contained in this Agreement or in any certificate of such Selling Shareholder delivered in connection herewith that is not so qualified (considered individually), and all such representations and warranties that are not so qualified (considered collectively); to be untrue or incorrect in any material respect at any time from the date hereof until to the earlier of Closing Date or (B) any condition set forth in Article VII to be unsatisfied in any respect at any time from the date hereof to the Closing Date and the termination of this Agreement pursuant to its terms, each of Seller and Purchaser shall give prompt notice to the other party upon receiving Knowledge of (aii) any notices, complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities with respect to the transactions contemplated hereby or by the Ancillary Agreements, (b) any written notices or other written communications from any third Persons alleging that the consent material failure of such Person is or may be required with respect to Selling Shareholder, the transactions contemplated hereby or by the Ancillary AgreementsCompany, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser any director, commissioner, employee or agent of such Selling Shareholder, the Company or any of its Subsidiaries that relates, in each caseSubsidiaries, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder at any time from the transactions contemplated by date hereof to the Closing, provided however, that the delivery of any notice pursuant to this AgreementSection 6.4 shall not limit or otherwise affect the remedies available hereunder to Purchaser nor shall any delivery of any notice be deemed, to affect amend or supplement any representation and warranty or the Signing Disclosure Schedule or the Closing Disclosure Schedule hereunder. (b) Purchaser shall give notice to the Selling Shareholders promptly after becoming aware of (i) the occurrence or non-accurrence of any event whose occurrence or non-occurrence would be likely to cause either (A) (x) any representation or warranty of Purchaser contained in this Agreement (considered individually), and all such representations and warranties (considered collectively), to be untrue or incorrect in any material respect at any time from the date hereof to the Closing Date or (B) my condition set forth in Sections 7.1, 7.2(a), 7.2(b), 7.2(c), 7.2(f), 7.2(g), 7.2(b), or 7.2(j) to be unsatisfied in any respect at any time from the date hereof to the Closing Date and (dii) any material event, development, or occurrence that would reasonably be expected to give rise to a failure of a Purchaser or any director, commissioner, employee or agent of any Purchaser, to comply with or satisfy any covenant, condition precedent set forth in Article IX or that would otherwise reasonably agreement to be expected to prevent complied with or materially delay the consummation of the transactions contemplated satisfied by this Agreement; providedit hereunder, provided however, that without prejudice the delivery of any notice pursuant to Purchaser’s rights under Article XI, no such notification this Section 6.4(b) shall not limit or failure to make such notification shall otherwise affect the representations, warranties, covenants or agreements of the parties herein or the conditions remedies available hereunder to the obligations of the parties hereunder or constitute, in and of itself, a breach giving rise to the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfiedSelling Shareholders.

Notification of Certain Matters. During the period following the date hereof until the earlier of the Closing Date and the termination of this Agreement pursuant to its terms, each of Seller and Purchaser shall give prompt notice to the other party upon receiving Knowledge of (a) any noticesDuring the Interim Period, complaints, investigations each Party (other than the Representative) will promptly notify the other Parties in writing of (i) the occurrence or hearings (or communications indicating that the same may be contemplated) non-occurrence of any Governmental Authorities event or the existence of any fact or condition that would cause any condition set forth in Article 5 to not be satisfied, (ii) any material Legal Proceedings in connection with respect to the transactions contemplated hereby by this Agreement commenced or, to the knowledge of such Party, threatened against any Party, or by the Ancillary Agreements, (biii) any written notices notice or other written communications material communication from any third Persons alleging that the consent of such Person is or may be required Governmental Authority in connection with respect to the transactions contemplated hereby hereby; provided, however, that a Party's good-faith failure to comply with this Section 4.3.5 shall not provide any other Party the right not to consummate the Closing or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to effect the transactions contemplated by this Agreement. (b) During the Interim Period, each Party (other than the Representative) hereto shall promptly notify the other Parties hereto in writing upon any representation or warranty made by it contained in this Agreement or any Transaction Document becoming untrue or incorrect. Any such notification will set out particulars of the untrue or incorrect representation or warranty and details of any actions being taken by such Party to rectify the matter, including amending the disclosure schedules, if and as applicable. Notifying the other Parties hereto will not relieve the notifying Party of its obligations hereunder. (c) Pursuant to their duly completed and validly executed Letters of Transmittal, the Holders shall instruct the Exchange Agent and Parent in writing the particulars of how the Holders desire the Consideration Shares being issued to such Holder under Sections 2.9(a), 2.9(b) and 2.9(c), as applicable, to be registered in the share register of Parent. (d) any material eventDuring the Interim Period, development, or occurrence that would reasonably be expected to give rise to a failure of a condition precedent set forth in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation of Parties shall have the transactions contemplated by this Agreement; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect right (but not the representations, warranties, covenants or agreements of the parties herein or the conditions to the obligations of the parties hereunder or constitute, in and of itself, a breach giving rise to the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts obligation) to supplement or amend in writing the Seller Disclosure Letter schedules to this Agreement with respect to any mattermatter hereafter arising or which it becomes aware after the date hereof, event, circumstance or condition which was required (orwhich, if existing, occurring before, or existing and known at, at the date of this Agreement, Agreement would have been required) required to be set forth or described in the schedules, whether or not such schedule exists or is contemplated on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letterdate hereof (each a "Schedule Supplement"). For clarity, neither Any disclosure in any such supplemental Schedule Supplement shall not be deemed to have cured any inaccuracy in, or amended disclosurebreach of, nor any failure by Seller to make any such supplement representation, warranty or amendment if Seller has used its commercially reasonable efforts to do socovenant set out in this Agreement, will be taken into account for any purpose under Article IX (including for the purposes of determining the existence indemnification or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of termination rights or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 Article 5 have been satisfied; provided, however, that if any of the other Parties receiving the Schedule Supplement has the right to but does not terminate this Agreement within five days of receipt of such Schedule Supplement then such Party shall have been deemed to have irrevocably waived any right to terminate this Agreement with regard to such matter and further shall have irrevocably waived its right to indemnification under Article 8.

Notification of Certain Matters. (a) During the period following Pre-Closing Period, the date hereof until the earlier Company shall give prompt notice to Parent of the occurrence or non-occurrence of any event that results in the breach of any representation, warranty, covenant or agreement of the Company herein such that any closing condition contained in Sections 8.2(a) and 8.2(b) would not be satisfied (assuming that the Closing Date and were to occur at such time); provided, however, that the termination delivery of this Agreement any notice pursuant to its termsthis Section 7.8(a) shall not limit or otherwise affect the remedies available to Parent or MergerCo hereunder. (b) During the Pre-Closing Period, Parent shall give prompt notice to the Company of the occurrence or non-occurrence of any event that results in the breach of any representation, warranty, covenant or agreement of Parent or MergerCo herein such that any closing condition contained in Sections 8.3(a) and 8.3(b) would not be satisfied (assuming that the Closing were to occur at such time); provided, however, that the delivery of any notice pursuant to this Section 7.8(b) shall not limit or otherwise affect the remedies available to the Company hereunder. (c) During the Pre-Closing Period, each of Seller the Company and Purchaser Parent shall give prompt notice to the other party upon receiving Knowledge of (ai) any notices, complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities with respect to the transactions contemplated hereby or by the Ancillary Agreements, (b) any written notices notice or other written communications communication from any third Persons Person alleging that the consent authorization, license, permit, consent, waiver or approval of such Person is or may be required in connection with respect to this Agreement, the other Transaction Documents and the transactions contemplated hereby or by the Ancillary Agreementsthereby, (cii) any notice or other communication from any Governmental Authority in connection with this Agreement, the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to other Transaction Documents and the transactions contemplated by hereby or thereby and (iii) any Claim relating to or involving or otherwise affecting such party that relates to this Agreement, the other Transaction Documents and the transactions contemplated hereby or thereby. (d) During the Pre-Closing Period, the Company shall give prompt notice to Parent of any material fact, event, change, development, circumstance or occurrence effect occurring after the date hereof (or of which it became aware after the date hereof) that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (e) During the Pre-Closing Period, Parent and MergerCo shall give rise prompt notice to a failure the Company of a condition precedent set forth in Article IX any fact, event, change, development, circumstance or effect occurring after the date hereof (or of which it became aware after the date hereof) that has had or would otherwise reasonably be expected to prevent have, individually or materially delay in the consummation of the transactions contemplated by this Agreement; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements of the parties herein or the conditions to the obligations of the parties hereunder or constitute, in and of itselfaggregate, a breach giving rise to the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfiedParent Material Adverse Effect.

Notification of Certain Matters. During the period following the date hereof until the earlier of the Closing Date and the termination of this Agreement pursuant to its terms, each of Seller and Purchaser shall give prompt notice to the other party upon receiving Knowledge of (a) The Company will promptly (and, in any noticesevent, complaints, investigations or hearings within ten (or communications indicating that the same may be contemplated10) of any Governmental Authorities with respect to the transactions contemplated hereby or by the Ancillary Agreements, days) notify Purchaser in writing of: (bi) any written notices notice or other written communications communication from any third Persons Person alleging that the consent of such Person is or may be required in connection with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated by this Agreement; (ii) any notice or other communication from any Governmental Body, or any Action by any Governmental Body, related to or in connection with the transactions contemplated by this Agreement (d) any material eventincluding that may restrain, development, enjoin or occurrence that would reasonably be expected to give rise to a failure of a condition precedent set forth in Article IX or that would otherwise reasonably be expected to prevent or materially delay prohibit the consummation of the transactions contemplated by this Agreement); provided(iii) the discovery of any variances from, howeveror the existence or occurrence of any event, fact or circumstance arising after the execution of this Agreement that without prejudice would reasonably be expected to Purchaser’s rights under Article XIcause, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements any of the parties herein representations and warranties contained in Article III to be untrue or inaccurate such that the conditions condition set forth in Section 7.2(a) will not be satisfied; and (iv) any event that has had, or is reasonably expected to the obligations of the parties hereunder or constitute, in and of itselfhave, a breach giving rise Material Adverse Effect or would otherwise cause, or reasonably be expected to cause, the failure of a any condition to Closing for the Closing benefit of the Purchaser set forth in Article IXVII. For informational purposes onlyIf the subject matter of any such notification required by the previous sentence requires any change in the Schedules, upon Purchaser’s reasonable requestthe Company shall deliver to Purchaser prior to the Closing a supplement to such Schedule (the “Updated Schedules”) with such change; provided that in no event will any Updated Schedule serve to amend, Seller shall use its commercially reasonable efforts to supplement or amend modify the Schedules for purposes of Section 7.2(a) or otherwise determining whether any condition set forth in writing Article VII was or has been satisfied or any statement set forth in the Seller Disclosure Letter officer’s certificate of the Company delivered pursuant to Section 2.3(f) was or is true and correct; provided further that if the Closing occurs, the Updated Schedules will (other than in respect of any claim for Fraud with respect to (x) the representations and warranties of the Sellers made as of the date hereof or (y) the officer’s certificate delivered pursuant to Section 2.3(f)) be considered and deemed to be part of the Schedules for all purposes under this Agreement and each reference in this Agreement to a particular Schedule will mean such Schedule in, or as updated by, the Updated Schedules. (b) Purchaser will promptly notify the Company in writing of: (i) any matternotice or other communication from any Governmental Body, eventor any Action by any Governmental Body, circumstance related to or condition which was required in connection with the transactions contemplated by this Agreement (orincluding that may restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated by this Agreement); (ii) any Actions relating to or involving or otherwise affecting Purchaser or its Affiliates that, if occurring before, or existing and known at, pending on the date of this Agreement, would have been requiredrequired to have been disclosed pursuant to Section 4.7; and (iii) to be set forth the discovery of any variances from, or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant any event, fact or circumstance arising after the execution of this Agreement that would reasonably be expected to Section 11.01(a) cause, any of the representations and determining warranties contained in Article IV to be untrue or inaccurate such that the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions condition set forth in Section 9.02 have been 7.3(a) will not be satisfied; provided that the delivery of any notice pursuant to this Section 6.7(b) will not limit the remedies available to Sellers under or with respect to this Agreement.

Notification of Certain Matters. During the period following the date hereof until the earlier of the Closing Date and the termination of this Agreement pursuant to its terms, each of Seller and Purchaser shall give prompt notice to the other party upon receiving Knowledge Buyer and Acquisition Subsidiary, and Buyer and Acquisition Subsidiary shall give prompt notice to Seller, of (ai) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would cause any representation or warranty made by such party or parties in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time and (ii) any noticesfailure of Seller, complaintsBuyer or Acquisition Subsidiary, investigations as the case may be, to comply with or hearings (satisfy any covenant, condition or communications indicating agreement to be complied with or satisfied by it hereunder; provided, however, that the same may be contemplated) delivery of any Governmental Authorities with respect notice pursuant to this Section 5.7 shall 28 March 5, 1998 not limit or otherwise affect the remedies available hereunder to the transactions contemplated hereby party receiving such notice. Seller also shall give prompt notice to Buyer, and Buyer or by the Ancillary AgreementsAcquisition Subsidiary shall give prompt notice to Seller, of: (bi) any written notices notice or other written communications communication from any third Persons person alleging that the consent of such Person person is or may be required in connection with respect to the transactions contemplated hereby by this Agreement (unless the requirement for such consent is set forth in Section 3.4 of the Seller Disclosure Schedule or by Section 4.4 of the Ancillary Agreements, Buyer Disclosure Schedule); (cii) the institution of any material Action involving Seller notice or other communication from any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, Governmental Entity in each case, to connection with the transactions contemplated by this Agreement, or ; (diii) any material eventactions, developmentsuits, claims, investigations or occurrence that would reasonably be expected proceedings commenced or, to give rise its knowledge, threatened against, relating to a failure or involving or otherwise affecting it or any of a condition precedent set forth in Article IX its subsidiaries or that would otherwise reasonably be expected which relate to prevent or materially delay the consummation of the transactions contemplated by this Agreement; providedand (iv) any occurrence of any event having, however, that without prejudice or which could reasonably be expected to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements of the parties herein or the conditions to the obligations of the parties hereunder or constitute, in and of itselfhave, a breach giving rise to the failure of a condition to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement Material Adverse Effect or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfiedBuyer Material Adverse Effect.

Notification of Certain Matters. During (a) At all times during the period following commencing with the date hereof execution and delivery of this Agreement and continuing until the earlier to occur of the Closing Date and the termination of this Agreement pursuant to its termsArticle VIII and the Effective Time, each the Company shall give prompt notice to Newco and Merger Sub upon becoming aware that any representation or warranty made by it in this Agreement has become untrue or inaccurate in any material respect, or of Seller any failure of the Company 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, in any such case if and Purchaser only to the extent that such untruth or inaccuracy, or such failure, would reasonably be expected to cause any of the conditions to the obligations of Newco and Merger Sub to consummate the transactions contemplated hereby set forth in Section 7.2(a) or Section 7.2(b) to fail to be satisfied at the Closing; provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Newco and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Newco pursuant to this Section 6.13(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, Newco shall give prompt notice to the other party Company upon receiving Knowledge of (a) becoming aware that any noticesrepresentation or warranty made by Newco or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authorities failure of Newco or Merger Sub to comply with respect to the transactions contemplated hereby or by the Ancillary Agreements, (b) any written notices or other written communications from any third Persons alleging that the consent of such Person is or may be required with respect to the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of satisfy in any material Action involving Seller respect any covenant, condition or any of its Subsidiaries agreement to be complied with or Purchaser or any of its Subsidiaries that relates, in each case, to the transactions contemplated satisfied by it under this Agreement, in any such case if and only to the extent that such untruth or (d) any material event, developmentinaccuracy, or occurrence that such failure, would reasonably be expected to give rise cause any of the conditions to a failure the obligations of a condition precedent the Company to consummate the transactions contemplated hereby set forth in Article IX Section 7.3(a) or that would otherwise reasonably Section 7.3(b) to fail to be expected to prevent or materially delay satisfied at the consummation of the transactions contemplated by this AgreementClosing; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements be deemed to modify any representation or warranty of the parties herein Newco or Merger Sub set forth in this Agreement or the conditions to the obligations of the parties hereunder Company to consummate the transactions contemplated by this Agreement or constitute, in and of itself, a breach giving rise the remedies available to the failure parties hereunder; and provided further, that the terms and conditions of a condition the Confidentiality Agreement shall apply to any information provided to the Closing set forth in Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect to any matter, event, circumstance or condition which was required (or, if occurring before, or existing and known at, the date of this Agreement, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach Company pursuant to this Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfied6.13(b).

Notification of Certain Matters. During the period following Commencing on the date hereof and continuing until the earlier to occur of the Closing Date and the termination of this Agreement pursuant in accordance with its terms or the Closing, the Company, the Seller or the Purchaser, as applicable, shall use commercially reasonable efforts to its termsnotify the Purchaser or the Company and the Seller, each of Seller and Purchaser shall give prompt notice to the other party upon receiving Knowledge of as applicable, of: (a) any notices, complaints, investigations the occurrence or hearings (or communications indicating that the same may be contemplated) non-occurrence of any Governmental Authorities with respect event, the occurrence or non-occurrence of which is reasonably likely to cause any representation or warranty of the Company, the Seller or the Purchaser, as applicable, set forth in this Agreement to be untrue or inaccurate at or prior to the transactions contemplated hereby or by the Ancillary AgreementsClosing, and (b) any written notices or other written communications from any third Persons alleging that failure of the consent of such Person is or may be required with respect to Company, the transactions contemplated hereby or by the Ancillary Agreements, (c) the institution of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relatesthe Purchaser, in each caseas applicable, to the transactions contemplated comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by this Agreement, it or (d) any material event, development, or occurrence that would reasonably be expected to give rise to a failure of a condition precedent set forth in Article IX or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreementthem hereunder; provided, however, except as otherwise set forth in this Section 6.4, that without prejudice the delivery of any notice pursuant to Purchaser’s rights under Article XIthis Section 6.4 shall not (i) limit or otherwise affect any remedies available to the party receiving such notice, no such notification or (ii) constitute an acknowledgment or admission of a breach of this Agreement; and, provided, further, that the failure to make such notification deliver a notice pursuant to this Section 6.4 shall not be considered in determining whether the condition set forth in Section 8.2(a) or Section 8.3(a) has been satisfied except as otherwise set forth in this Section 6.4. No disclosure by the Company, the Seller or the Purchaser pursuant to this Section 6.4 shall affect or be deemed to modify, amend or supplement any representation or warranty set forth herein or in the representationsDisclosure Schedule or Purchaser Disclsoure Schedule, warrantiesas applicable, covenants or agreements of the parties herein or the conditions to the obligations of the parties to consummate the Purchase in accordance with the terms and provisions hereof, restrict, impair or otherwise affect any Purchaser Indemnified Parties’ or any Seller Indemnified Parties’ right to indemnification hereunder or constituteotherwise prevent or cure any misrepresentations, breach of warranty or breach of covenant; provided, however that (A) if (1) such disclosure is made in and of itself, a breach giving rise order to the failure of a condition to the Closing set forth any matter, fact or item first occurring or arising after the date hereof and (2) the Purchaser or the Seller, as applicable, has the right to, but does not elect to, terminate this Agreement in accordance with Section 10.1(d), then from and after the Closing, the Purchaser or the Seller, as applicable, shall be deemed to have irrevocably waived its right to indemnification under Article IX. For informational purposes only, upon Purchaser’s reasonable request, Seller shall use its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter IX with respect to such matter; or (B) if such disclosure is made in order to set forth any matter, eventfact or item first occurring or arising on or prior to the date hereof, circumstance or condition which was required (or, if occurring before, or existing then from and known atafter the Closing, the date Purchaser or the Seller, as applicable, shall have the right to indemnification pursuant to Article IX with respect to such matter, and the applicable representation and warranty (and related schedule in the Disclosure Schedule or Purchaser Disclosure Schedule) shall be read for purposes of Article IX as if such disclosure had not been made by the Company or the Seller or the Purchaser, as applicable, hereunder. Confidentiality . Each of the parties hereto hereby agrees that the information obtained pursuant to the negotiation and execution of this Agreement, would have been required) to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 and 4.20 the effectuation of the Transactions or the performance under this Agreement shall be governed by the terms of the Confidential Term Sheet for the Acquisition of 100% of the Outstanding Shares of Simply Mac, Inc. by Cool Holdings, Inc. dated December 4, 2018 (the “Term Sheet”) under the heading “Confidentiality” in the Term Sheet and the Nondisclosure Agreement made as of September 27, 2018 (the “Confidential Disclosure Agreement”), entered into between the Purchaser and the Company; provided, however, that the Purchaser agrees that, notwithstanding anything to the contrary in the Term Sheet or the Confidential Disclosure Agreement, the Company and the Seller Disclosure Lettershall have the right to disclose the Transactions to third parties whose consent is required or to whom notice is required under the applicable Contracts with such third parties). For clarityConsents, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) Guarantees and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfied.Performance Bonds

Notification of Certain Matters. During (a) Subject to applicable Law and the instructions of any Governmental Authority, each of the Company and Parent shall keep the other reasonably apprised of the status of matters relating to completion of the transactions contemplated hereby, including (subject to any confidentiality obligations) promptly furnishing the other with copies of notices or other communications received by Parent or the Company, as the case may be, or any of their Subsidiaries, from any Governmental Authority with respect to such transactions. (b) Without limiting the generality of ‎Section 7.6(a) above, at all times during the period following commencing with the date hereof execution and delivery of this Agreement and continuing until the earlier to occur of the Closing Date and the termination of this Agreement pursuant to its terms‎Article IX and the Effective Time, each of Seller and Purchaser the Company shall give prompt notice to the other party Parent and Merger Sub upon receiving Knowledge of becoming aware (a) any notices, complaints, investigations or hearings (or communications indicating that the same may be contemplatedi) of any Governmental Authorities failure of the Company 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 or any Ancillary Agreement, if and only to the extent that such failure, would reasonably be expected to cause any of the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated hereby or by set forth in Section ‎8.2(b) to fail to be satisfied at the Ancillary AgreementsClosing, and (bii) any written notices notice or other written communications communication from any third Persons Person alleging that the consent of such Person is or may be required in connection with respect to the transactions contemplated hereby hereby, if the subject matter of such notice or by other communication or the Ancillary Agreements, (c) the institution failure of any material Action involving Seller or any of its Subsidiaries or Purchaser or any of its Subsidiaries that relates, in each case, such party to the transactions contemplated by this Agreement, or (d) any material event, development, or occurrence that obtain such consent would reasonably be expected to give rise be material to a failure of a condition precedent set forth in Article IX the Company, the Surviving Company or that would otherwise reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this AgreementParent; provided, however, that without prejudice to Purchaser’s rights under Article XI, no such notification or failure to make such notification shall affect the representations, warranties, covenants or agreements be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties herein hereunder; and provided further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this ‎Section 7.6(b). (c) Without limiting the generality of ‎Section 7.6(a) above, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to ‎Article IX and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware (i) that any representation or warranty made by Parent or Merger Sub in this Agreement or any Ancillary Agreement that is qualified as to materiality has become untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, (ii) of any failure of Parent or Merger Sub 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 or any Ancillary Agreement, in any such case if and only to the extent that such untruth or inaccuracy, or such failure, would reasonably be expected to cause any of the conditions to the obligations of the Company to consummate the transaction contemplated hereby set forth in ‎Section 8.3(a) or ‎(b) to fail to be satisfied at the Closing, and (iii) any written notice or other written communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby, if the subject matter of such notice or other communication or the failure of such party to obtain such consent would reasonably be expected to be material to the Company, the Surviving Company or Parent; provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth in this Agreement or the conditions to the obligations of the parties hereunder Company to consummate the transactions contemplated by this Agreement or constitute, in and of itself, a breach giving rise the remedies available to the failure parties hereunder; and provided further, that the terms and conditions of a condition the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this ‎Section 7.6(c). (d) The Company shall promptly advise Parent in writing of any change or event that has or would reasonably be expected to have a Company Material Adverse Effect or cause any of the conditions to Closing set forth in Article IX‎Article VIII not to be satisfied by the Outside Date. (e) The Company and any of its Subsidiaries shall keep the Parent informed of the status of any negotiation with any Employees Representative, including by promptly furnishing the Parent with copies of all material written correspondence, notice and other communications received by or sent by the Company (or any of its Affiliates or representatives) from or to Employees Representative. For informational purposes onlyThe Company shall permit the Parent to review in advance any material proposed written correspondence, upon Purchaser’s reasonable request, Seller shall use notices or other communications to be made by the Company or its commercially reasonable efforts to supplement or amend in writing the Seller Disclosure Letter with respect Subsidiaries to any matter, event, circumstance or condition which was required (or, if occurring beforeEmployees Representative and shall consult with the Parent in connection with any such material communications and consider in good faith any comments that the Parent shall make thereon. None of the Company nor its Subsidiaries shall participate in any material meeting, or existing engage in any material substantive conversation, with any Employees Representative without giving the Parent reasonable advance notice of such meeting or conversation and known at, the date of this Agreement, would have been required) opportunity to be set forth or described on Sections 4.04, 4.05, 4.08, 4.11, 4.17 attend and 4.20 of the Seller Disclosure Letter. For clarity, neither any such supplemental or amended disclosure, nor any failure by Seller to make any such supplement or amendment if Seller has used its commercially reasonable efforts to do so, will be taken into account for any purpose under Article IX (including for purposes of determining the existence or occurrence of a breach pursuant to Section 11.01(a) and determining the amount of Losses arising out of or resulting therefrom) or for purposes of determining whether or not the conditions set forth in Section 9.02 have been satisfiedparticipate.