Common use of Notification of Certain Matters Clause in Contracts

Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders STOCKHOLDERS and the Company COMPANY shall give prompt notice to TCI URSI of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company COMPANY or the Stockholders STOCKHOLDERS contained herein to be untrue or inaccurate in any material respect at on or prior to the Closing Date and (ii) any material failure of any Stockholder STOCKHOLDER or the Company COMPANY to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder, provided no such notice shall be required until the Pricing Date with respect to the occurrence in the ordinary course of business of any event which would cause Schedules 5.10, 5.11 or 5.14 to be incorrect. TCI and Newco URSI shall give prompt notice to the Company COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco URSI contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any material failure of TCI or Newco URSI to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 7.8 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.87.9, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI IES upon obtaining knowledge of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence nonoccurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco IES shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco IES contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of TCI or Newco IES to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 7.6 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.87.7, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders STOCKHOLDERS and the Company COMPANY shall give prompt notice to TCI HOLDING of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company COMPANY or the Stockholders STOCKHOLDERS contained herein to be untrue or inaccurate in any material respect at or prior to the Pre-Closing and (ii) any material failure of any Stockholder STOCKHOLDER or the Company COMPANY to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI HOLDING and Newco NEWCO shall give prompt notice to the Company COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI HOLDING or Newco NEWCO contained herein to be untrue or inaccurate in any material respect at or prior to the Pre-Closing and (ii) any material failure of TCI HOLDING or Newco NEWCO to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI Parent of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunderPerson hereunder as of such date. TCI Parent and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI Parent or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any failure of TCI Parent or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder as of such date. The delivery of any notice pursuant to this Section 7.7 9.6 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.89.7, (ii) modify the conditions set forth in Sections 8 10 and 911, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders STOCKHOLDERS and the Company COMPANY shall give prompt notice to TCI MARINEMAX of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company COMPANY as defined in Section 5 or the Stockholders STOCKHOLDERS contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Closing, and (ii) any material failure of any Stockholder STOCKHOLDER or the Company COMPANY to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI MARINEMAX and Newco NEWCO shall give prompt notice to the Company COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI MARINEMAX or Newco NEWCO contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Closing, and (ii) any material failure of TCI MARINEMAX or Newco NEWCO to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, ; (ii) modify the conditions set forth in Sections 8 and 9, ; or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders STOCKHOLDERS and the Company COMPANY shall give prompt notice to TCI CSI of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company COMPANY or the Stockholders STOCKHOLDERS contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder STOCKHOLDER or the Company COMPANY to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI CSI and Newco NEWCO shall give prompt notice to the Company COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI CSI or Newco NEWCO contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of TCI CSI or Newco NEWCO to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders STOCKHOLDERS and the Company COMPANY shall give prompt notice to TCI PARENT of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company COMPANY or the Stockholders STOCKHOLDERS contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of any Stockholder STOCKHOLDER or the Company COMPANY to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI PARENT and Newco the ACQUISITION CORP. shall give prompt notice to the Company COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI PARENT or Newco such ACQUISITION CORP. contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Funding and Consummation Date and (ii) any material failure of TCI PARENT or Newco such ACQUISITION CORP. to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such noticeany party, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the any party receiving such notice.

Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI CSLC and Sub, and CSLC and Sub shall give prompt notice to the Company, of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence nonoccurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders given by them and contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing and Effective Time, (ii) any material failure of any Stockholder the Company, CSLC, or Sub, as the Company case may be, to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The , (iii) any notice of, or other communication relating to, a default (or an event which with notice, lapse of time or both, would become a default) received by it or any of its Subsidiaries subsequent to the date hereof and prior to the Effective Time, under any material agreement or instrument, (iv) 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 transactions contemplated by this Agreement, or (v) any Material Adverse Effect or CSLC Material Adverse Effect (other than changes resulting from general economic conditions or conditions relating generally to the senior living industry) shall have occurred or reasonably be likely to occur; provided, however that the delivery of any notice pursuant to this Section 7.7 5.14 shall not be deemed to (i) modify the representations cure any breach or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, noncompliance under this Agreement or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders STOCKHOLDERS and the Company COMPANY shall give prompt notice to TCI CTS of (i) the occurrence or non-occurrence of any event of which the COMPANY or the STOCKHOLDERS have knowledge, the occurrence or non-occurrence of which which, would be likely to cause any representation or warranty of the Company COMPANY or the Stockholders STOCKHOLDERS contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder STOCKHOLDER or the Company COMPANY to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI CTS and Newco NEWCO shall give prompt notice to the Company COMPANY of (i) the occurrence or non-occurrence of any event of which CTS or NEWCO have knowledge, the occurrence or non-occurrence of which which, would be likely to cause any representation or warranty of TCI CTS or Newco NEWCO contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of TCI CTS or Newco NEWCO to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders STOCKHOLDERS and the Company COMPANY shall give prompt notice to TCI VESTCOM of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company COMPANY or the Stockholders STOCKHOLDERS contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder STOCKHOLDER or the Company COMPANY to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person or entity hereunder. TCI VESTCOM and Newco NEWCO shall give prompt notice to the Company COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence nonoccurrence of which would be likely to cause any representation or warranty of TCI VESTCOM or Newco NEWCO contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of TCI VESTCOM or Newco NEWCO to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 7.6 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification notification may only be made pursuant to Section 7.87.7, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI Home of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI Home and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI Home or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI Home or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI LandCARE of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI LandCARE and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI LandCARE or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI LandCARE or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders STOCKHOLDERS and the Company COMPANY shall give prompt notice to TCI METALS of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company COMPANY or the Stockholders STOCKHOLDERS contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder STOCKHOLDER or the Company COMPANY to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI METALS and Newco NEWCO shall give prompt notice to the Company COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI METALS or Newco NEWCO contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of TCI METALS or Newco NEWCO to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders STOCKHOLDERS and the Company COMPANY shall give prompt notice to TCI VPI of (i) the occurrence or non-occurrence of any event the occurrence or non- occurrence of which would be likely to cause any representation or warranty of the COMPANY or the STOCKHOLDERS contained herein to be untrue or inaccurate in any material respect at or prior to the Pre-Closing and (ii) any material failure of any STOCKHOLDER or the COMPANY to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. VPI and NEWCO shall give prompt notice to the COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company VPI or the Stockholders NEWCO contained herein to be untrue or inaccurate in any material respect at or prior to the Pre-Closing and (ii) any material failure of any Stockholder VPI or the Company NEWCO to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 that is not accompanied by a proposed amendment or supplement to a schedule pursuant to Section 7.8 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI CSLC, the Trust and Sub and CSLC, the Trust and Sub shall give prompt notice to the Company, of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence nonoccurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders given by them and contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing and Effective Time, (ii) any material failure of any Stockholder the Company, CSLC, the Trust or Sub, as the Company case may be, to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The , (iii) any notice of, or other communication relating to, a default (or an event which with notice, lapse of time or both, would become a default) received by it or any of its Subsidiaries subsequent to the date hereof and prior to the Effective Time, under any material agreement or instrument, (iv) 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 transactions contemplated by this Agreement, or (v) any Material Adverse Effect or CSLC Material Adverse Effect (other than changes resulting from general economic conditions or conditions relating generally to the senior living industry) shall have occurred or reasonably be likely to occur; provided, however that the delivery of any notice pursuant to this Section 7.7 5.15 shall not be deemed to (i) modify the representations cure any breach or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, noncompliance under this Agreement or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders STOCKHOLDERS and the Company COMPANY ------------------------------- shall give prompt notice to TCI HDS of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company COMPANY or the Stockholders STOCKHOLDERS contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder STOCKHOLDER or the Company COMPANY to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco HDS shall give prompt notice to the Company COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco HDS contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of TCI or Newco HDS to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 7.8 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.87.9, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders and the Company SELLER shall give prompt notice to TCI BUYER of (ia) the occurrence or non-occurrence of any event of which the SELLER has knowledge, the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders SELLER contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Closing, and (iib) any material failure of any Stockholder or the Company SELLER to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco BUYER shall give prompt notice to the Company SELLER of (ia) the occurrence or non-occurrence of any event of which BUYER has knowledge, the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI BUYER or Newco SELLER contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Closing, and (iib) any material failure of TCI BUYER or Newco SELLER to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 4.4 shall not be deemed to (ia) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.84.5, (iib) modify the conditions set forth in Sections 8 5 and 96, or (iiic) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders STOCKHOLDERS and the Company COMPANY shall give prompt notice to TCI METALS of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company COMPANY or the Stockholders STOCKHOLDERS contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder STOCKHOLDER or the Company COMPANY to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI METALS and Newco NEWCO shall give prompt notice to the Company COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI METALS or Newco NEWCO contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of TCI METALS or Newco NEWCO to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) -42- modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI Purchaser, and Purchaser shall give prompt notice to the Company, of (i) any notice or other communication received by such party from any Governmental Entity in connection with the Transactions or from any Person alleging that the consent of such Person is or may be required in connection with the Transactions, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company or Purchaser, (ii) any actions, suits, claims, investigations or proceedings commenced or, to such party's knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its subsidiaries which relate to the Transactions, (iii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which which, would be likely to cause any representation or warranty of the Company made by such party contained in this Agreement (A) that is qualified as to materiality or the Stockholders contained herein Material Adverse Effect to be untrue or inaccurate and (B) that is not so qualified to be untrue in any material respect at or prior to the Closing respect, and (iiiv) any material failure of any Stockholder or the Company such party to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition covenant or agreement to be complied with or satisfied by it hereunder. The ; provided, however, that the delivery of any notice pursuant to this Section 7.7 4.6 shall not be deemed to (ix) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made (nor shall any information provided pursuant to Section 7.84.5) be considered in determining whether any representation or warranty is true for purposes of Section 5.1 or the conditions to the Offer, (iiy) modify the conditions set forth in Sections 8 and 9, cure any breach or non-compliance with any other provision of this Agreement or (iiiz) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders and the Company AIRNET shall give prompt notice to TCI INVESTORS of (ia) the occurrence or non-occurrence of any event of which AIRNET has knowledge, the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders AIRNET contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Closing, and (iib) any material failure of any Stockholder or the Company AIRNET to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco Each INVESTOR shall give prompt notice to the Company AIRNET of (ia) the occurrence or non-occurrence of any event of which that INVESTOR has knowledge, the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco that INVESTOR contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Closing, and (iib) any material failure of TCI or Newco that INVESTOR to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 5.5 shall not be deemed to (ia) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.85.6, (iib) modify the conditions set forth in Sections 8 and 96, 7 or 8, or (iiic) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI RV Centers of the Company's or any Stockholder's knowledge of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence nonoccurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco RV Centers shall give prompt notice to the Company of RV Centers's knowledge of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco RV Centers contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of TCI or Newco RV Centers to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 6.6 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.86.7, (ii) modify the conditions set forth in Sections 8 7 and 98, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI Parent of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunderPerson hereunder as of such date. TCI Parent and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI Parent or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any failure of TCI Parent or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder as of such date. The delivery of any notice pursuant to this Section 7.7 9.5 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.89.6, (ii) modify the conditions set forth in Sections 8 10 and 9, 11 or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI Parent and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence nonoccurrence of which would be is reasonably likely to cause any representation or warranty of the Company or the Stockholders such party contained herein in this Agreement to be materially untrue or inaccurate in any material respect at or prior to the Closing and inaccurate, (ii) any failure of any Stockholder or the Company or Parent, as the case may be, materially to comply with or satisfy in any material respect any material covenantsatisfy, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence nonoccurrence of which would be is reasonably likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco by such party materially to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The ; (iii) the Company obtaining knowledge of a material breach by Parent, or Parent obtaining knowledge of a material breach by the Company, of their respective representations, warranties, or covenants hereunder of which the breaching party has not already given notice pursuant to clauses (i) or (ii); or (iv) the occurrence of any other event which would be reasonably likely (A) to have a Company Material Adverse Effect or (B) to cause any condition set forth in ANNEX A hereto to be unsatisfied in any material respect at any time prior to the consummation of the Offer; PROVIDED, HOWEVER, that the delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders STOCKHOLDERS and the Company each COMPANY shall give prompt notice to TCI VPI of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company any COMPANY or the Stockholders any STOCKHOLDERS contained herein to be untrue or inaccurate in any material respect at or prior to the Pre-Closing and (ii) any material failure of any Stockholder STOCKHOLDER or the Company any COMPANY to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI VPI and Newco the NEWCOS shall give prompt notice to the Company COMPANIES of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI VPI or Newco the NEWCOS contained herein to be untrue or inaccurate in any material respect at or prior to the Pre-Closing and (ii) any material failure of TCI VPI or Newco the NEWCOS to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 that is not accompanied by a proposed amendment or supplement to a schedule pursuant to Section 7.8 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders STOCKHOLDERS and the Company COMPANY shall give prompt notice to TCI TSII of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company COMPANY or the Stockholders STOCKHOLDERS contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder STOCKHOLDER or the Company COMPANY to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco TSII shall give prompt notice to the Company COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco TSII contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of TCI or Newco TSII to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 that is not accompanied by a proposed amendment or supplement to a schedule pursuant to Section 7.8 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI Metals of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunderhereunder at or prior to the Closing. TCI and Newco Metals shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco Metals contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of TCI or Newco Metals to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder at or prior to the Closing. The delivery of any notice pursuant to this Section 7.7 7.4 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions to Closing set forth in Sections 8 and 9herein, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders STOCKHOLDERS and the Company COMPANY shall give prompt notice to TCI CEI of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company COMPANY or the Stockholders STOCKHOLDERS contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder STOCKHOLDER or the Company COMPANY to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI CEI and Newco NEWCO shall give prompt notice to the Company COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI CEI or Newco NEWCO contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of TCI CEI or Newco NEWCO to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders and Seller or the Company Shareholders shall give prompt notice to TCI the Purchaser of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company Seller or the Stockholders Shareholders contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any material failure of any Stockholder the Seller or the Company Shareholders to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder as of such person hereunderdate. TCI and Newco The Purchaser shall give prompt notice to the Company Seller and the Shareholders of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco the Purchaser and Old ACG contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any material failure of TCI the Purchaser or Newco Old ACG to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder as of such date. The delivery of any notice pursuant to this Section 7.7 5.6 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.85.7, (ii) modify the conditions set forth in Sections 8 6 and 97, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI Parent and Purchaser and Parent and Purchaser shall give prompt notice to the Company, of (ia) the occurrence or non-occurrence of any fact or event the whose occurrence or non-occurrence of which occurrence, as the case may be, would be reasonably likely to cause either (i) any representation or warranty of the Company or the Stockholders contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior any time from the date hereof to the Closing and Effective Time or (ii) any condition or requirement set forth in Annex I to be unsatisfied at any time from the date hereof to the Appointment Time (except to the extent it refers to a specific date) and (b) any material failure of the Company, Purchaser or Parent, as the case may be, or any Stockholder officer, director, employee or the Company agent thereof, to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The ; provided, however, that the delivery of any notice pursuant to this Section 7.7 6.1 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such noticenotice or the representations or warranties of the parties, or the conditions to the obligations of the parties hereto. Each of the Company, Parent and Purchaser shall give prompt notice to the other parties hereof of any notice or other communications 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.

Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI of Parent of: (ia) the occurrence or non-occurrence of any event event, the occurrence or non-occurrence of which would be is likely to cause any representation or warranty of the Company or the Stockholders contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Effective Time, and (iib) any failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The ; provided, however, that the delivery of any notice pursuant to this Section 7.7 5.6 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the any remedies available hereunder to the party receiving such notice, or (ii) constitute an acknowledgment or admission of a breach of this Agreement; and provided, further that the failure to deliver a notice pursuant to this Section 5.6 shall not be considered in determining whether the condition set forth in Section 6.2(a) or Section 6.2(b) has been satisfied. No disclosure by the Company pursuant to this Section 5.6 shall affect or be deemed to modify, amend or supplement any representation or warranty contained herein or in the Disclosure Schedule or the conditions to the obligations of the parties to consummate the Merger in accordance with the terms and provisions hereof, restrict, impair or otherwise affect any Indemnified Parties’ right to indemnification hereunder or otherwise prevent or cure any misrepresentations, breach of warranty or breach of covenant.

Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI of Buyer after obtaining Knowledge of: (ia) the occurrence or non-occurrence of any event event, the occurrence or non-occurrence of which would be is likely to cause any representation or warranty of the Company contained in this Agreement or the Stockholders contained herein any Related Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Effective Time, and (iib) any failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The ; provided, however, that the delivery of any notice pursuant to this Section 7.7 7.12 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 7.12, however, shall affect or be deemed to qualify, limit, modify, amend or supplement any representation or warranty contained herein or in the Disclosure Schedule, the conditions to the obligations of the parties to consummate the Merger in accordance with the terms and provisions of this Agreement, or the rights of Buyer or any Indemnified Party under or arising out of a breach of this Agreement. For clarity, unintentional failure to give notice under this Section 7.12 shall not be deemed to (i) modify the representations or warranties hereunder be a breach of covenant under this Section 7.12 and shall constitute only a breach of the party delivering such noticeunderlying representation, which modification warranty, covenant, agreement or condition, as the case may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such noticebe.

Notification of Certain Matters. The Stockholders Stockholder and the Company shall give prompt notice to TCI Home of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders Stockholder contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of any the Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI Home and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI Home or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI Home or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders and During the Company Pre-Closing Period, each Party shall give prompt notice to TCI promptly notify the other Party of (ia) any notice or other communication in connection with the transactions contemplated by this Agreement; (b) any notice from any Person alleging that the Consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or any of the Ancillary Agreements; (c) any Legal Proceeding commenced or threatened against such Party in connection with the transactions contemplated by this Agreement or any of the Ancillary Agreements; (d) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which that would reasonably be likely expected to cause any representation or warranty of the Company or the Stockholders such Party contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing and Closing; or (iie) any failure of any Stockholder or the Company such Party to comply with any of its covenants or satisfy in any material respect any material covenantagreements hereunder; provided, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to however, that the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice by such Party and the information or knowledge obtained by the other Party pursuant to this Section 7.7 6.4 shall not (i) affect or be deemed to (i) affect or modify any representation, warranty, covenant or agreement contained herein, the representations or warranties hereunder conditions to the obligations of the party delivering such noticeParties to consummate the Closing in Article 8 or otherwise prejudice in any way the rights and remedies of the other Party hereunder, which modification may only be made including pursuant to Section 7.8Article 10, (ii) be deemed to affect or modify the conditions set forth other Party’s reliance on the representations, warranties, covenants and agreements made by such Party in Sections 8 and 9, this Agreement or (iii) limit be deemed to amend or otherwise affect supplement the remedies available hereunder to the party receiving Disclosure Schedules of such noticeParty or prevent or cure any misrepresentation, breach of warranty or breach of covenant by such Party.

Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders STOCKHOLDER and the Company each COMPANY shall give prompt notice to TCI CSI of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company such COMPANY or the Stockholders STOCKHOLDER contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder the STOCKHOLDER or the Company each COMPANY to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI CSI and Newco each NEWCO shall give prompt notice to the Company such COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI CSI or Newco such NEWCO contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of TCI CSI or Newco such NEWCO to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders Company Shareholders and the Company shall will give prompt notice to TCI AremisSoft of (i) the occurrence existence or non-occurrence of any event the occurrence each condition or non-occurrence state of facts which would will or reasonably could be likely expected to cause any representation or warranty of the Company or the Stockholders any Company Shareholder contained herein to be untrue or inaccurate incorrect in any material Material respect at on or prior to the Closing Date, and (ii) any Material failure of any Stockholder Company Shareholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person that Person hereunder. TCI and Newco shall AremisSoft will give prompt notice to the Company of (i) the occurrence existence or non-occurrence of any event the occurrence each condition or non-occurrence state of facts which would will or reasonably could be likely expected to cause any representation or warranty of TCI or Newco AremisSoft contained herein to be untrue or inaccurate in any material respect at on or prior to the Closing Date, and (ii) any Material failure of TCI or Newco AremisSoft to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 shall will not be deemed to (i) modify the representations or warranties hereunder herein of the party delivering such that notice, or any other party, which modification may only be made only pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 911.7 of this Agreement, or (iiiii) limit or otherwise affect the remedies available hereunder to the party receiving such that notice.

Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI Purchaser of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any material failure of any Stockholder Stockholders or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunderPerson hereunder as of such date. TCI and Newco Purchaser shall give prompt notice to the Company and Stockholders of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco Purchaser and Old ACG contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any material failure of TCI Purchaser or Newco Old ACG to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder as of such date. The delivery of any notice pursuant to this Section 7.7 7.5 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.87.6, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders Seller and the Company shall give prompt notice to TCI Metals of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders Seller contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder Seller or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco Metals shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco Metals contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of TCI or Newco Metals to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 4.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions to Closing set forth in Sections 8 and 9herein, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders and Until the Company Closing, Sellers shall give prompt notice to TCI of Buyer of: (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence nonoccurrence of which which, to Sellers’ Knowledge, would be likely to cause any representation or warranty of the Company or the Stockholders contained herein made by Sellers in Article IV to be untrue or inaccurate in any material respect at or prior to the Closing Closing, and (ii) any failure of any Stockholder or the Company Sellers to comply with or satisfy in any material respect any material covenant, condition condition, or agreement to be complied with or satisfied by such person hereunderSellers hereunder prior to Closing. TCI and Newco Until the Closing, Buyer shall give prompt notice to the Company of Sellers of: (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence nonoccurrence of which which, to Buyer’s Knowledge, would be likely to cause any representation or warranty of TCI or Newco contained herein in Article V to be untrue or inaccurate in any material respect at or prior to the Closing Closing, and (ii) any failure of TCI or Newco Buyer to comply with or satisfy in any material respect any material covenant, condition condition, or agreement to be complied with or satisfied by it hereunderBuyer hereunder prior to Closing. The delivery of any notice pursuant to this Section 7.7 7.3 shall not be deemed to (ix) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (iiy) modify the conditions set forth in Sections 8 and 9Article IX, or (iiiz) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders Parent shall give notice to the Company, and the Company shall give prompt notice to TCI the Parent, promptly upon any director or officer of the Parent or Company (as applicable) becoming aware of the occurrence, or failure to occur, of any event, which occurrence or failure to occur would be reasonably likely to cause (a) (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company such party contained in this Agreement that is qualified as to materiality to be untrue or the Stockholders inaccurate in any respect or (ii) any other representation or warranty of such party contained herein in this Agreement to be untrue or inaccurate in any material respect respect, in each case at any time from and after the date of this Agreement until the Effective Time, or prior to the Closing and (iib) any material failure of any Stockholder the Parent and the Transitory Subsidiary or the Company Company, as the case may be, to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement. The Notwithstanding the above, (i) the delivery of any notice pursuant to this Section 7.7 shall will not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such noticenotice or the conditions to such party’s obligation to consummate the Merger and (ii) any breach of a representation or warranty by the Parent or the Company, as applicable, that does not itself give rise to a failure to satisfy the conditions set forth in Section 7.2(a) or 7.3(a) of this Agreement, as applicable, shall not give the non-breaching party the right to terminate this Agreement pursuant to Section 8(h) or Section 8(i) of this Agreement, as applicable.

Notification of Certain Matters. The Stockholders and Until the Company earlier of the Closing or the termination of this Agreement pursuant to Section 8.1, each party hereto shall promptly notify the other party in writing of 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 conditions set forth in Section 6 or 7 of this Agreement becoming incapable of being satisfied. In furtherance of the foregoing, ParentCo (on behalf of the Sellers) shall give prompt notice to TCI the Purchaser of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence of which that would be likely to cause either (A) any representation or warranty of the Company or the Stockholders Sellers contained herein in this Agreement to be untrue or inaccurate in any material respect at any time after the date hereof, or prior to (B) directly or indirectly, any material adverse effect on the Closing and Business, (ii) any material failure of any Stockholder or the Company Sellers to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person them hereunder. TCI and Newco shall give prompt notice , or (iii) the termination of employment of any senior manager or the termination of employment or furlough of any material number of employees, in each case, to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior extent exclusively related to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenantBusiness. Notwithstanding the foregoing, condition or agreement to be complied with or satisfied by it hereunder. The the delivery of any notice pursuant to this Section 7.7 5.11 shall not (x) be deemed to (i) modify the representations amend or warranties hereunder of the party delivering such notice, which modification may only be made pursuant supplement any Schedule to Section 7.8this Agreement, (iiy) modify the conditions set forth in Sections 8 and 9be deemed to cure any breach of any representation, warranty covenant or agreement or to satisfy any condition, or (iiiz) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. (a) The Stockholders Company and the Company CSE Holders shall give prompt notice to TCI Buyer and Buyer shall give prompt notice to the Company and the CSE Holders, in each case after obtaining knowledge thereof, of (i) the occurrence or non-occurrence of (i) any event the occurrence or non-occurrence of which would could reasonably be likely expected to cause result in any representation or warranty of the Company or the Stockholders contained herein in this Agreement to be untrue or inaccurate in any material respect at (or, in the case of any representation or prior to the Closing warranty qualified by its terms by materiality, then untrue or inaccurate in any respect) and (ii) any failure of any Stockholder or the Company Party to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The ; provided, however, that (x) the breach by any Party hereto of the covenant set forth in the immediately preceding clause (i) shall not permit any other Party hereto to refuse to consummate the transactions contemplated by this Agreement unless the failure of the applicable representation or warranty to be true and correct would result in the condition set forth in Section 6.2(a) or Section 6.3(a), as applicable, not being satisfied as of the Closing Date and (y) the delivery of any notice pursuant to this Section 7.7 5.4(a) shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party Party receiving such notice.

Notification of Certain Matters. The Stockholders Sellers and the Company shall give prompt notice to TCI of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco Purchaser shall give prompt notice to the Company other parties if any Person provides written notice to any such party that (a) the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, the Settlement Agreement or the Cooperation Agreement or (b) such Person is not likely to provide a required consent prior to Closing. Sellers and Purchaser shall also give prompt notice to the other party if such party receives any written objection or proceeding that challenges the transactions contemplated hereby or the entry of the Approval Order. Sellers and Purchaser shall give prompt notice to the other party of (i) the occurrence or non-occurrence any alleged violation of Law applicable to any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and such party, (ii) any failure written notice of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery the commencement of any notice pursuant investigation, inquiry or review by any Governmental Body with respect to this Section 7.7 shall not be deemed the Business or that any such investigation, inquiry or review, to (i) modify the representations Knowledge of Sellers or warranties hereunder of the party delivering such noticeto Purchaser's actual knowledge after due inquiry, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9is contemplated, or (iii) limit any breach by such notifying party of any representation or otherwise affect warranty or any covenant or agreement contained in this Agreement applicable to such notifying party. Purchaser shall give prompt notice to Sellers, and Sellers shall give prompt notice to Purchaser, in the remedies available hereunder event that the other party becomes aware of any event which could reasonably be expected to (i) have a Material Adverse Effect or (ii) provide any party with the party receiving such notice.ability to terminate the Agreement

Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI Purchaser and Purchaser shall give prompt notice to Company, of (i) any notice or other communication received by such party from any Governmental Entity in connection with the Offer or from any Person alleging that the consent of such Person is or may be required in connection with the Offer, if the subject matter of such communication or the failure of such party to obtain such consent could be material to Company or Purchaser, (ii) any actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Offer, (iii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which which, would be likely to cause any representation or warranty of made by such party contained in this Agreement (A) that is qualified as to materiality or Company Material Adverse Effect or Purchaser Material Adverse Effect, as the Company or the Stockholders contained herein case may be, to be untrue or inaccurate and (B) that is not so qualified to be untrue in any material respect at or prior to the Closing respect, and (iiiv) any material failure of any Stockholder or the Company such party to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition covenant or agreement to be complied with or satisfied by it hereunder. The ; provided, however, that the delivery of any notice pursuant to this Section 7.7 4.12 shall not be deemed to (ix) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9cure any breach of, or non-compliance with, any other provision of this Agreement or (iiiy) limit or otherwise affect the remedies available hereunder to the party receiving such notice. Company shall give Purchaser the opportunity to participate in the defense or settlement of any securityholder litigation against Company and/or its directors relating to the Offer, and no such settlement shall be agreed to without Purchaser’s prior consent.

Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI Parent and Acquisition, and Parent and Acquisition shall give prompt notice to the Company, of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence nonoccurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing and Effective Time, (ii) any material failure of any Stockholder the Company, Parent or Acquisition, as the Company case may be, to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The , (iii) any notice of, or other communication relating to, a default or event which, with notice or lapse of time or both, would become a default, received by it or any of its Subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract material to the financial condition, properties, businesses or results of operations of it and its Subsidiaries taken as a whole to which it or any of its Subsidiaries is a party or is subject, (iv) 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, or (v) any material adverse change in their respective financial condition, properties, businesses, results of operations or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.7 4.13 shall not be deemed to (i) modify the representations cure such breach or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, non-compliance or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders Parent shall give prompt notice to the Company, and the Company shall give prompt notice to TCI Parent, of (i) the occurrence, or failure to occur, of any event, which occurrence or non-occurrence of any event the occurrence or non-occurrence of which failure to occur would be reasonably likely to cause (a)(i) any representation or warranty of the Company such party contained in this Agreement that is qualified as to materiality to be untrue or the Stockholders inaccurate in any respect or (ii) any other representation or warranty of such party contained herein in this Agreement to be untrue or inaccurate in any material respect respect, in each case at any time from and after the date of this Agreement until the Effective Time, or prior to the Closing and (iib) any material failure of any Stockholder Parent and the Merger Sub or the Company Company, as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement. The In addition, Parent shall give prompt notice to the Company and the Company shall give prompt notice to Parent of any change or event having, or which could reasonably be expected to have, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, on such party or the ability for the conditions set forth in Article VII to be satisfied. Notwithstanding the above, the delivery of any notice pursuant to this Section 7.7 shall 6.14 will not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such noticenotice or the conditions to such party’s obligation to consummate the Merger.

Notification of Certain Matters. The Stockholders STOCKHOLDERS and the Company COMPANY ------------------------------- shall give prompt notice to TCI HDS of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company COMPANY or the Stockholders STOCKHOLDERS contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder STOCKHOLDER or the Company COMPANY to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco HDS shall give prompt notice to the Company COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco HDS contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of TCI or Newco HDS to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 7.8 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.7.9,

Notification of Certain Matters. The Stockholders and Prior to the Acceptance Time, the Company shall give provide prompt notice to TCI Parent and Merger Sub, and Parent and Merger Sub shall provide prompt notice to the Company, of (ia) the occurrence, or failure to occur, of any event, which occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be failure to occur is reasonably likely to cause any representation or warranty of the Company or the Stockholders such party contained herein in this Agreement to be untrue or inaccurate in any material respect respect, in each case at any time from and after the date of this Agreement until the Acceptance Time, (b) (i) any notice or prior to other communication from any Person alleging that the Closing and consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (ii) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (iii) any actions, suits, claims, investigations or proceedings commenced or, to its Knowledge, threatened against, relating to or involving or otherwise affecting the Company or any Company Subsidiaries or Parent and any Company Subsidiaries, as the case may be, 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 that relate to the consummation of the transactions contemplated by this Agreement; or (c) any material failure of any Stockholder Parent and Merger Sub or the Company Company, as the case may be, to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The under this Agreement; provided, however, that the delivery of any notice pursuant to this Section 7.7 6.6 shall not be deemed to (i) modify the representations cure any breach of, or warranties hereunder non-compliance with, any other provision of the party delivering such notice, which modification may only be made pursuant to Section 7.8, this Agreement or (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. (a) The Stockholders and the Company shall give prompt notice to TCI Parent of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause Company becoming aware that any representation or warranty of the Company made by it in this Agreement is or the Stockholders contained herein to would be untrue or inaccurate in any material respect at respect, or prior to the Closing and (ii) any failure of any Stockholder or the Company to comply in any material respect with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition covenant or agreement to be complied with or satisfied by it hereunder. The Company shall give prompt notice to Parent of any written notice or other communication from any person alleging that the consent of such person is or may be required in connection with any of the Transactions. The Company shall give prompt notice to Parent if the representation contained in Section 3.15(b) (without regard to the date limitation therein) does not continue to be true during the period from the date hereof through the Closing Date. Notwithstanding anything to the contrary set forth in this Agreement, (i) the delivery of any notice pursuant to this Section 7.7 6.7(a) shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9limit, or (iii) limit or otherwise affect affect, the remedies available hereunder to the party receiving such notice.notice and shall not affect or be deemed to modify any representation or warranty of the Company set forth herein or the conditions to the obligations of Parent or Merger Sub to consummate the transactions contemplated hereby, including the Merger, and (ii) the failure to give any notice required by this Section 6.7(a) shall not be treated as a breach of covenant for the purposes of Section 7.2(b). Table of Contents

Notification of Certain Matters. The Stockholders and the Company XXXX shall give prompt notice to TCI CONDOR of (ia) the occurrence or non-occurrence of any event of which GLOBAL or XXXX have knowledge, the occurrence or non-occurrence of which would be likely to cause any representation or warranty of XXXX contained herein to be untrue or inaccurate in any material respect at Closing, and (b) any material failure of XXXX to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied hereunder. CONDOR shall give prompt notice to XXXX of (a) the Company occurrence or non-occurrence of any event of which CONDOR has knowledge, the Stockholders occurrence or non-occurrence of which would cause any representation or warranty of CONDOR contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Closing, and (iib) any material failure of any Stockholder or the Company CONDOR to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 4.5 shall not be deemed to (ia) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.84.6, (iib) modify the conditions set forth in Sections 8 5 and 96, or (iiic) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders Owners and the Company shall give prompt notice to TCI Home of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders Owners contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of any Stockholder Owner or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco Home shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco Home contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco Home to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders STOCKHOLDER and the Company COMPANY shall give prompt notice to TCI VPI of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company COMPANY or the Stockholders STOCKHOLDER contained herein to be untrue or inaccurate in any material respect at or prior to the Pre-Closing and (ii) any material failure of any Stockholder the STOCKHOLDER or the Company COMPANY to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI VPI and Newco NEWCO shall give prompt notice to the Company COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI VPI or Newco NEWCO contained herein to be untrue or inaccurate in any material respect at or prior to the Pre-Closing and (ii) any material failure of TCI VPI or Newco NEWCO to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 that is not accompanied by a proposed amendment or supplement to a schedule pursuant to Section 7.8 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders and the each Company ------------------------------- shall give prompt notice to TCI USFloral of (i) the occurrence or non-occurrence of any event known to any Stockholder or such Company the occurrence or non-non- occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein in Section 6 to be untrue or inaccurate in any material respect at or prior to the Closing Date or Merger Effective Date and (ii) any material failure of any Stockholder or the such Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco USFloral shall give prompt notice to the Company each Stockholder of (i) the occurrence or non-occurrence of any event known to USFloral the occurrence or of non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein in Section 7 to be untrue or inaccurate in any material respect at or prior to the Closing Date or Merger Effective Date and (ii) any material failure of TCI or Newco USFloral to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 8.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.88.8, (ii) modify the conditions set forth in Sections 8 9 and 9, 10 or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders and the Company Seller shall give prompt written notice to TCI Purchaser of (ia) the occurrence or non-occurrence of any event event, the occurrence or non-occurrence of which would be is likely to cause any representation or warranty of the Company or the Stockholders contained herein Seller in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing in any material respect and (iib) any failure of Seller in any Stockholder or the Company material respect to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The , and Purchaser shall give prompt written notice to Seller of (x) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of Purchaser in this Agreement to be untrue or inaccurate at or prior to the Closing in any material respect and (y) any failure of Purchaser in any material respect to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 7.7 5.11 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the any remedies available hereunder to the party Party receiving such notice. [****] = 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 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions.

Notification of Certain Matters. The Stockholders STOCKHOLDER and the Company COMPANY shall give prompt notice to TCI TSII of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company COMPANY or the Stockholders STOCKHOLDER contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder STOCKHOLDER or the Company COMPANY to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco TSII shall give prompt notice to the Company COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco TSII contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of TCI or Newco TSII to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 that is not accompanied by a proposed amendment or supplement to a schedule pursuant to Section 7.8 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI Parent, and Parent and Holdco shall give prompt notice to the Company, of (ia) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any person alleging that the consent of such person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, (b) any Legal Proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its subsidiaries which relate to the Merger or the other transactions contemplated hereby, and (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which which, would reasonably be likely expected to cause or result in any representation or warranty of the Company or the Stockholders contained herein to be untrue or inaccurate in any material respect at or prior conditions to the Closing and (ii) any failure Merger set forth in ARTICLE VII not being satisfied or satisfaction of those conditions being materially delayed in violation of any Stockholder or provision of this Agreement; provided, however, that the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 6.10 shall not be deemed to (i) modify the representations cure any breach of, or warranties hereunder non-compliance with, any other provision of the party delivering such notice, which modification may only be made pursuant to Section 7.8, this Agreement or (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such noticenotice or the representations or warranties of the parties, or the conditions to the obligations of the parties hereto. The parties agree and acknowledge that the Company’s compliance or failure of compliance with this Section 6.10 shall not be taken into account for purposes of determining whether the condition referred to in Section 7.2(b) shall have been satisfied.

Notification of Certain Matters. The Stockholders STOCKHOLDER and the Company COMPANY shall give prompt notice to TCI CTS of (i) the occurrence or non-occurrence of any event of which the COMPANY or the STOCKHOLDER have knowledge, the occurrence or non-occurrence of which which, would be likely to cause any representation or warranty of the Company COMPANY or the Stockholders STOCKHOLDER contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder the STOCKHOLDER or the Company COMPANY to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI CTS and Newco NEWCO shall give prompt notice to the Company COMPANY of (i) the occurrence or non-occurrence of any event of which CTS or NEWCO have knowledge, the occurrence or non-occurrence of which which, would be likely to cause any representation or warranty of TCI CTS or Newco NEWCO contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of TCI CTS or Newco NEWCO to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI ARS of (ia) the occurrence existence or non-occurrence of any event the occurrence each condition or non-occurrence state of facts which would will or reasonably could be likely expected to cause any representation or warranty of the Company or the Stockholders any Stockholder contained herein to be untrue or inaccurate incorrect in any material respect at or prior to the Closing Date and (iib) any material failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person that Person hereunder. TCI and Newco ARS shall give prompt notice to the Company of (ia) the occurrence existence or non-occurrence of any event the occurrence each condition or non-occurrence state of facts which would will or reasonably could be likely expected to cause any representation or warranty of TCI or Newco ARS contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date and (iib) any material failure of TCI or Newco ARS to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 4.06 shall not be deemed to (ia) modify the representations or warranties hereunder herein of the party delivering such that notice, or any other party, which modification may only be made only pursuant to Section 7.84.07, (iib) modify the conditions set forth or referred to in Sections 8 and 9, Article V or (iiic) limit or otherwise affect the remedies available hereunder to the party receiving such that notice.

Notification of Certain Matters. The Stockholders STOCKHOLDERS and the Company COMPANY shall give prompt notice to TCI ETS of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company COMPANY or the Stockholders STOCKHOLDERS contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder STOCKHOLDER or the Company COMPANY to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by any such person hereunder. TCI and Newco ETS shall give prompt notice to the Company COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-non- occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing ETS and (ii) any material failure of TCI or Newco ETS to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify i)modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders STOCKHOLDERS and the Company each COMPANY shall ------------------------------- give prompt notice to TCI USFLORAL of (i) the occurrence or non-occurrence of any event known to any STOCKHOLDER or COMPANY the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein in Section 6 to be untrue or inaccurate in any material respect at or prior to the Closing Date or Merger Effective Date and (ii) any material failure of any Stockholder STOCKHOLDER or the Company any COMPANY to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco USFLORAL shall give prompt notice to the Company each STOCKHOLDER of (i) the occurrence or non-non- occurrence of any event known to USFLORAL the occurrence or of non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein in Section 7 to be untrue or inaccurate in any material respect at or prior to the Closing Date or Merger Effective Date and (ii) any material failure of TCI or Newco USFLORAL to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 8.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.88.8, (ii) modify the conditions set forth in Sections 8 9 and 9, 10 or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders and During the Interim Period, the Company shall give prompt notice to TCI promptly notify Buyer of (ia) any notice or other communication received by the Company, Blocker, the Sellers, Seller Representative or a PC from any Governmental Body in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, (b) any Proceedings commenced or threatened against, relating to or involving or otherwise affecting the Company, Blocker, the Sellers, Seller Representative or a PC that relate to the transactions contemplated by this Agreement, (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause has caused any representation or warranty of made by the Company Company, Blocker or the Stockholders Sellers contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing and that would render any condition set forth in Section 8.2(a) incapable of being satisfied (iiwhether or not curable), (d) any failure of any Stockholder the Company, Blocker, the Sellers, Seller Representative or the Company their respective Representatives to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition covenant or agreement to be complied with or satisfied by it hereunderhereunder and (e) any Material Adverse Effect. The For the avoidance of doubt, the delivery of any notice pursuant to this Section 7.7 7.2 shall not be deemed to (i) modify the representations cure any breach of, or warranties hereunder non-compliance with, any other provision of the party delivering such notice, which modification may only be made pursuant to Section 7.8this Agreement, (ii) modify limit the conditions set forth in Sections 8 and 9, remedies available to the Buyer Indemnified Parties or (iii) limit constitute an acknowledgment or otherwise affect the remedies available hereunder to the party receiving such noticeadmission of breach of this Agreement.

Notification of Certain Matters. The Stockholders and Until the Closing, each party hereto shall promptly notify the other parties hereto in writing of (a) 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 by this Agreement, (b) any notice or other communication from any Governmental Body in connection with the transactions contemplated by this Agreement (to the extent notification thereof to the other parties hereto is permitted by such Governmental Body), (c) any Proceeding pending or, to the Knowledge of the Company shall give prompt notice or to TCI Purchaser’s actual knowledge, respectively, threatened against a party or the parties alleging claims arising from the transactions contemplated by this Agreement and (d) any material fact, change, condition, circumstance, or occurrence or nonoccurrence of any event of which it is aware and relating to such party that will or is reasonably likely to result in any of the conditions set forth in Article VI to the other party(ies) obligations to close becoming incapable of being satisfied; provided, that (i) the occurrence foregoing shall not require the Company to provide access to or non-occurrence to disclose information where such access or disclosure would result in the waiver of any event legal privilege or work-product protection (provided that such information shall be provided if such information can, without unreasonable burden and on advice of outside legal counsel, be redacted in a manner that would not reasonably be expected to, on advice of outside legal counsel, result in the occurrence waiver of any such privilege or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein to be untrue or inaccurate in any material respect at or prior to the Closing protection) and (ii) any failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 5.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party giving or receiving such notice, or the representations or warranties of, or the conditions or obligations of, the parties hereto.

Notification of Certain Matters. The Stockholders EXCL and the Company American shall give prompt notice to TCI the other, of (i) the occurrence or non-occurrence of any event Event the occurrence or non-occurrence of which would be likely to cause (i) any representation or warranty made by it or any of the Company its Subsidiaries or the Stockholders Affiliates contained herein in this Agreement to be untrue or inaccurate in any material respect at such that one or prior to more of the conditions of Closing and might not be satisfied, or (ii) any failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement made by it or any of its Subsidiaries or Affiliates contained in this Agreement not to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of satisfied, or (iiii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein change to be untrue made in the EXCL Disclosure Schedule or inaccurate the American Disclosure Schedule, as the case may be, in any material respect at such that one or prior to more of the conditions of Closing might not be satisfied, and (ii) any failure of TCI or Newco made by it to comply with or satisfy in satisfy, or be able to comply with or satisfy, any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The hereunder in any respect such that one or more of the conditions of Closing might not be satisfied; provided, however, that the delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders STOCKHOLDERS and the Company COMPANY shall give ------------------------------- prompt notice to TCI USFLORAL of (i) the occurrence or non-occurrence of any event known to any STOCKHOLDER or the COMPANY the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein in Section 6 to be untrue or inaccurate in any material respect at or prior to the Closing Date or Merger Effective Date and (ii) any material failure of any Stockholder STOCKHOLDER or the Company COMPANY to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco USFLORAL shall give prompt notice to the Company each STOCKHOLDER of (i) the occurrence or non-non- occurrence of any event known to USFLORAL the occurrence or of non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein in Section 7 to be untrue or inaccurate in any material respect at or prior to the Closing Date or Merger Effective Date and (ii) any material failure of TCI or Newco USFLORAL to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 8.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.88.8, (ii) modify the conditions set forth in Sections 8 9 and 9, 10 or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders STOCKHOLDERS and the Company COMPANY ------------------------------- shall give prompt notice to TCI HDS of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company COMPANY or the Stockholders STOCKHOLDERS contained herein to be untrue or inaccurate in any material respect at or prior to before the Closing and (ii) any material failure of any Stockholder STOCKHOLDER or the Company COMPANY to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco HDS shall give prompt notice to the Company COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco HDS contained herein to be untrue or inaccurate in any material respect at or prior to before the Closing and (ii) any material failure of TCI or Newco HDS to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to under this Section 7.7 7.8 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to under Section 7.87.9, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders FOUNDING STOCKHOLDERS and the Company COMPANY shall give prompt notice to TCI ICC of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company COMPANY or the Stockholders FOUNDING STOCKHOLDERS contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder FOUNDING STOCKHOLDER or the Company COMPANY to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI ICC and Newco NEWCO shall give prompt notice to the Company COMPANY of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI ICC or Newco NEWCO contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of TCI ICC or Newco NEWCO to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, notice (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-non- occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders From the date hereof and until the Company shall Closing, Shareholders will give prompt notice to TCI Buyer of (i) the occurrence existence or non-occurrence of any event each condition or state of facts which, to the occurrence or non-occurrence knowledge of which would be likely to the Companies and Shareholders, will cause any representation or warranty of the Company Shareholders or the Stockholders Companies contained herein to be untrue or inaccurate incorrect in any material respect at or prior to on the Closing Date and (ii) any material failure of a Shareholder or any Stockholder or the Company Acquired Entity to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunderthat party hereunder as of the Closing Date. TCI From the date hereof and Newco shall until the Closing, Buyer will give prompt notice to the Company Shareholders of (i) the occurrence existence or non-occurrence of any event the occurrence each condition or non-occurrence state of facts which would will or reasonably could be likely expected to cause any representation or warranty of TCI or Newco Buyer contained herein to be untrue or inaccurate in any material respect at on or prior to the Closing Date and (ii) any material failure of TCI or Newco Buyer to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to under this Section 7.7 shall 7.03 will not be deemed to (i) modify the representations or warranties hereunder herein of the party delivering such that notice, which modification may only be made pursuant to Section 7.8or any other party, (ii) modify the conditions set forth or referred to in Sections 8 and 9, Article IV or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such that notice.

Notification of Certain Matters. The Founding Stockholders and the Company shall give prompt notice to TCI QSI of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco QSI shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco QSI contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of TCI or Newco QSI to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 6.7 that is not accompanied by a proposed amendment or supplement to a schedule pursuant to Section 6.8 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.86.8, (ii) modify the conditions set forth in Sections 8 7 and 98, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders and the Company shall -------------------------------- give prompt notice to TCI Metro of (iI) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco Metro shall give prompt notice to the Company of (ia) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco Metro contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (iib) any material failure of TCI or Newco Metro to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 5.7 shall not be deemed to (i1) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii2) modify the conditions to Closing set forth in Sections 8 and 9herein, or (iii3) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders and the Company ASH shall give prompt notice to TCI Newco of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders ASH contained herein or in the ASH Disclosure Letter to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder or the Company ASH to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company ASH of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 7.6 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders and the Company Sellers shall give prompt notice to TCI Buyer of (i) the occurrence or non-occurrence nonoccurrence of any event event, the occurrence or non-occurrence nonoccurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein in Article III to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of any Stockholder Seller or the Company to comply with or satisfy in any material respect any material covenant, condition condition, or agreement to be complied with or satisfied by such person hereunder. TCI and Newco Buyer shall give prompt notice to the Company Sellers of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence nonoccurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein in Article IV to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of TCI or Newco Buyer to comply with or satisfy in any material respect any material covenant, condition condition, or agreement to be complied with or satisfied by it such person hereunder. The Except as the parties may otherwise agree, the delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 Articles VI and 9VII, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders and Until the Company Closing, each party hereto shall promptly notify the other party in writing of 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 conditions set forth in Section 5 or 6 of this Agreement becoming incapable of being satisfied. In furtherance of the foregoing, the Sellers shall give prompt notice to TCI the Purchaser of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence of which that would be likely to cause either (A) any representation or warranty of the Company or the Stockholders Sellers contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior any time from the date hereof to the Closing and or (B) directly or indirectly, any Material Adverse Effect, (ii) any material failure of any Stockholder or the Company Sellers to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI them hereunder or (iii) the termination of employment of any senior manager, the termination of employment or furlough of any material number of employees and Newco shall give prompt notice any material change in compensation payable to any employee, in each case, primarily related to the Company of (i) Business. Notwithstanding the occurrence or non-occurrence of any event foregoing, the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 4.11 shall not (x) be deemed to (i) modify the representations amend or warranties hereunder supplement any of the party delivering such notice, which modification may only be made pursuant to Section 7.8Disclosure Schedules contemplated hereby, (iiy) modify the conditions set forth in Sections 8 and 9be deemed to cure any breach of any representation, warranty covenant or agreement or to satisfy any condition or (iiiz) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders STOCKHOLDERS and the Company COMPANY shall give prompt notice to TCI VPI of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company COMPANY or the Stockholders STOCKHOLDERS contained herein to be untrue or inaccurate in any material respect at or prior to the Pre-Closing and (ii) any material failure of any Stockholder STOCKHOLDER or the Company COMPANY to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco VPI shall give prompt notice to the Company COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco VPI contained herein to be untrue or inaccurate in any material respect at or prior to the Pre-Closing and (ii) any material failure of TCI or Newco VPI to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 that is not accompanied by a proposed amendment or supplement to a schedule pursuant to Section 7.8 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders and the Company BPI shall give prompt notice to TCI Newco of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders BPI contained herein or in the BPI Disclosure Letter to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder or the Company BPI to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company BPI of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 7.6 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholder, the MTM Stockholders and the Company shall give prompt notice to TCI Purchaser of (ia) the occurrence existence or non-occurrence of any event the occurrence each condition or non-occurrence state of facts which would becomes known to them and which will or reasonably could be likely expected to cause any representation or warranty of the Company Company, the Stockholder or the Stockholders any MTM Stockholder contained herein to be untrue or inaccurate incorrect in any material respect at or prior to the Closing or on the IPO Closing Date and (iib) any material failure of the Stockholder, any MTM Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person that Person hereunder. TCI and Newco Purchaser shall give prompt notice to the Company of (ia) the occurrence existence or non-occurrence of any event the occurrence each condition or non-occurrence state of facts which would will or reasonably could be likely expected to cause any representation or warranty of TCI Purchaser or Newco Merger Sub contained herein to be untrue or inaccurate in any material respect at or prior to the Closing or on the IPO Closing Date and (iib) any material failure of TCI Purchaser or Newco Merger Sub to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 6.5 shall not be deemed to (ia) modify the representations or warranties hereunder herein of the party delivering such that notice, or any other party, which modification may only be made only pursuant to Section 7.86.6, (iib) modify the conditions set forth in Sections 8 and 9, Article VII or (iiic) limit or otherwise affect the remedies available hereunder to the party receiving such that notice.

Notification of Certain Matters. The Stockholders Sellers and the Company shall give prompt notice to TCI Parent of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence nonoccurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein in Article III to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of any Stockholder Seller or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI Crescent, Parent and Newco Sub shall each give prompt notice to the Company Sellers of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence nonoccurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein in Article IV to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI Crescent, Parent or Newco Sub to comply with or satisfy in any material respect any material covenant, condition condition, or agreement to be complied with or satisfied by it each such person hereunder. The delivery of any notice pursuant to this Section 7.7 6.9 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 Articles VII and 9, VIII or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI OEI of (ia) the occurrence existence or non-occurrence of any event the occurrence each condition or non-occurrence state of facts which would becomes known to them and which will or reasonably could be likely expected to cause any representation or warranty of the Company or the Stockholders any Stockholder contained herein to be untrue or inaccurate incorrect in any material respect at or prior to the Closing or on the IPO Closing Date and (iib) any material failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person that Person hereunder. TCI and Newco OEI shall give prompt notice to the Company of (ia) the occurrence existence or non-occurrence of any event the occurrence each condition or non-occurrence state of facts which would will or reasonably could be likely expected to cause any representation or warranty of TCI OEI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing or on the IPO Closing Date and (iib) any material failure of TCI OEI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 6.06 shall not be deemed to (ia) modify the representations or warranties hereunder herein of the party delivering such that notice, or any other party, which modification may only be made only pursuant to Section 7.86.07, (iib) modify the conditions set forth in Sections 8 and 9, Article VII or (iiic) limit or otherwise adversely affect the remedies available hereunder to the party receiving such that notice.

Notification of Certain Matters. The Stockholders (other than the ESOP) and the Company shall give prompt notice to TCI of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI Parent of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any material failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunderhereunder as of such date. TCI Parent and Newco Old ACG shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI Parent or Newco Old ACG contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any material failure of TCI Parent or Newco Old ACG to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder as of such date. The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders STOCKHOLDER and the Company COMPANY shall give prompt notice to TCI CTS of (i) the occurrence or non-occurrence of any event of which the COMPANY or the STOCKHOLDER has knowledge, the occurrence or non-occurrence of which which, would be likely to cause any representation or warranty of the Company COMPANY or the Stockholders STOCKHOLDER contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder the STOCKHOLDER or the Company COMPANY to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI CTS and Newco NEWCO shall give prompt notice to the Company COMPANY of (i) the occurrence or non-occurrence of any event of which CTS or NEWCO has knowledge, the occurrence or non-occurrence of which which, would be likely to cause any representation or warranty of TCI CTS or Newco NEWCO contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of TCI CTS or Newco NEWCO to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders Stockholder and the Company shall give prompt notice to TCI Parent of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders Stockholder contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunderPerson hereunder as of such date. TCI Parent and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI Parent or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any failure of TCI Parent or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder as of such date. The delivery of any notice pursuant to this Section 7.7 9.6 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.89.7, (ii) modify the conditions set forth in Sections 8 10 and 911, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders and the Company Seller shall give prompt deliver written notice to TCI the Buyer within three Business Days of (ia) the occurrence or non-occurrence of any event of which the Seller has knowledge, the occurrence or non-occurrence of which would be likely to cause has caused any representation or warranty of the Company Seller or the Stockholders contained herein to be become untrue or inaccurate in any material respect at or prior to the Closing Closing, and (iib) any failure of any Stockholder the Seller or the Company Stockholders to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person Seller or the Stockholders hereunder. TCI and Newco The Buyer shall give prompt notice within three Business Days to the Company Seller of (ia) the occurrence or non-occurrence nonoccurrence of any event of which the Buyer has knowledge, the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco the Buyer contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (iib) any failure of TCI or Newco the Buyer to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 6.06 shall not be deemed to (ia) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (iib) modify the conditions set forth in Sections 8 Articles VIII and 9IX, or (iiic) limit or otherwise affect the remedies available hereunder to the party receiving such notice, including, without limitation, termination of this Agreement as contemplated by Article XI.

Notification of Certain Matters. The Stockholders Stockholder and the Company Seller shall give prompt notice to TCI Purchaser of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company Seller or the Stockholders Stockholder contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any material failure of any Stockholder or the Company Seller to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunderPerson hereunder as of such date. TCI and Newco Purchaser shall give prompt notice to the Company Seller and Stockholder of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco Purchaser and Old ACG contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any material failure of TCI Purchaser or Newco Old ACG to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder as of such date. The delivery of any notice pursuant to this Section 7.7 7.5 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.87.6, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders and the Company Zurn shall give prompt notice to TCI USI and USI shall give prompt xxxxce to Zurn of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence ocxxxxence or non-occurrence nonoccurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing and Effective Time, (ii) any material failure of any Stockholder Zurn, USI, Superholdco or the Company Merger Subsidiaries, as the case may be, to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The , (iii) any notice of, or other communication relating to, a default or event which, with notice or lapse of time or both, would become a default, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement material to the business, financial condition results of operations of it and its subsidiaries taken as a whole to which it or any of its subsidiaries is a party or is subject, (iv) 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, or (v) any material adverse change in business, financial condition or results of operations of it and its subsidiaries taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.7 5.11 shall not be deemed to (i) modify the representations cure such breach or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, non-compliance or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders STOCKHOLDER and the Company COMPANY shall give prompt notice to TCI CSI of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company COMPANY or the Stockholders STOCKHOLDER contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder the STOCKHOLDER or the Company COMPANY to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI CSI and Newco NEWCO shall give prompt notice to the Company COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI CSI or Newco NEWCO contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of TCI CSI or Newco NEWCO to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders and the Company shall give provide prompt notice to TCI IRT, and IRT shall provide prompt notice to the Company, of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence nonoccurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders made by them and contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing and Effective Time, (ii) any material failure of any Stockholder or the Company or IRT, as the case may be, to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The , (iii) any notice of, or other communication relating to, a default (or an event which with notice, lapse of time, or both, would become a default) received by it or any of its Subsidiaries subsequent to the date hereof and prior to the Effective Time, under any agreement or instrument to which it or any of its Subsidiaries is a party or by which any assets or properties of it or its Subsidiaries are subject, which default if conclusively established adversely to IRT or the Company would reasonably be expected to result in an IRT Material Adverse Effect or Company Material Adverse Effect, as applicable, (iv) 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 any of the transactions contemplated by this Agreement, or (v) any Company Material Adverse Effect or IRT Material Adverse Effect shall have occurred or is reasonably likely to occur; provided, however that the delivery of any notice pursuant to this Section 7.7 5.11 shall not be deemed to (i) modify the representations cure any breach or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, noncompliance under this Agreement or (iii) limit or otherwise affect the remedies available hereunder to the party receiving any such notice.

Notification of Certain Matters. The Stockholders Stockholder and the Company shall give prompt notice to TCI Parent of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders Stockholder contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunderPerson hereunder as of such date. TCI Parent and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI Parent or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any failure of TCI Parent or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder as of such date. The delivery of any notice pursuant to this Section 7.7 9.6 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.89.7, (ii) modify the conditions set forth in Sections 8 10 and 911, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders STOCKHOLDERS and the Company COMPANY shall give prompt notice to TCI TSII of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company COMPANY or the Stockholders STOCKHOLDERS contained herein to be untrue or inaccurate in any material respect at or prior to the Pre-Closing and (ii) any material failure of any Stockholder STOCKHOLDER or the Company COMPANY to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco TSII shall give prompt notice to the Company COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco TSII contained herein to be untrue or inaccurate in any material respect at or prior to the Pre-Closing and (ii) any material failure of TCI or Newco TSII to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 that is not accompanied by a proposed amendment or supplement to a schedule pursuant to Section 7.8 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders STOCKHOLDERS and the Company each COMPANY shall give prompt notice to TCI VPI of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company any COMPANY or the Stockholders STOCKHOLDERS contained herein to be untrue or inaccurate in any material respect at or prior to the Pre-Closing and (ii) any material failure of any Stockholder STOCKHOLDER or the Company any COMPANY to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI VPI and Newco the NEWCOS shall give prompt notice to the Company COMPANIES of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI VPI or Newco the NEWCOS contained herein to be untrue or inaccurate in any material respect at or prior to the Pre-Closing and (ii) any material failure of TCI VPI or Newco the NEWCOS to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 that is not accompanied by a proposed amendment or supplement to a schedule pursuant to Section 7.8 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders and the Company shall ------------------------------- give prompt notice to TCI USFloral of (i) the occurrence or non-occurrence of any event known to any Stockholder or the Company the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein in Section 6 to be untrue or inaccurate in any material respect at or prior to the Closing Date or Merger Effective Date and (ii) any material failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco USFloral shall give prompt notice to the Company each Stockholder of (i) the occurrence or non-non- occurrence of any event known to USFloral the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein in Section 7 to be untrue or inaccurate in any material respect at or prior to the Closing Date or Merger Effective Date and (ii) any material failure of TCI or Newco USFloral to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 8.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.88.8, (ii) modify the conditions set forth in Sections 8 9 and 9, 10 or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders STOCKHOLDERS and the Company COMPANY shall give prompt notice to TCI PC of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company COMPANY or the Stockholders STOCKHOLDERS contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder STOCKHOLDER or the Company COMPANY to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI PC and Newco NEWCO shall give prompt notice to the Company COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI PC or Newco NEWCO contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of TCI PC or Newco NEWCO to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders and the Company Sellers shall give prompt notice to TCI the Parent of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders Sellers contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any material failure of any Stockholder or the Company Sellers to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder as of such person hereunderdate. TCI and Newco The Parent shall give prompt notice to the Company Sellers of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI the Purchaser, Parent or Newco Old ACG contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any material failure of TCI the Purchaser, Parent or Newco Old ACG to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder as of such date. The delivery of any notice pursuant to this Section 7.7 5.6 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.to

Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI Parent of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any material failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunderPerson hereunder as of such date. TCI and Newco Parent shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco Parent contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any material failure of TCI or Newco Parent to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder as of such date. The delivery of any notice pursuant to this Section 7.7 9.6 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.89.7, (ii) modify the conditions set forth in Sections 8 10 and 911, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders STOCKHOLDER and the Company COMPANY shall give prompt notice to TCI MARINEMAX of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company COMPANY as defined in Section 5 or the Stockholders STOCKHOLDER contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Closing, and (ii) any material failure of any Stockholder STOCKHOLDER or the Company COMPANY to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI MARINEMAX and Newco NEWCO shall give prompt notice to the Company COMPANY of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI MARINEMAX or Newco NEWCO contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Closing, and (ii) any material failure of TCI MARINEMAX or Newco NEWCO to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, ; (ii) modify the conditions set forth in Sections 8 and 9, ; or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. (a) The Stockholders and the Company shall give prompt notice to TCI Parent of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause Company becoming aware that any representation or warranty of the Company made by it in this Agreement is or the Stockholders contained herein to would be untrue or inaccurate in any material respect at respect, or prior to the Closing and (ii) any failure of any Stockholder or the Company to comply in any material respect with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition covenant or agreement to be complied with or satisfied by it hereunder. The Company shall give prompt notice to Parent of any written notice or other communication from any person alleging that the consent of such person is or may be required in connection with any of the Transactions. The Company shall give prompt notice to Parent if the representation contained in Section 3.15(b) (without regard to the date limitation therein) does not continue to be true during the period from the date hereof through the Closing Date. Notwithstanding anything to the contrary set forth in this Agreement, (i) the delivery of any notice pursuant to this Section 7.7 6.7(a) shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9limit, or (iii) limit or otherwise affect affect, the remedies available hereunder to the party receiving such noticenotice and shall not affect or be deemed to modify any representation or warranty of the Company set forth herein or the conditions to the obligations of Parent or Merger Sub to consummate the transactions contemplated hereby, including the Merger, and (ii) the failure to give any notice required by this Section 6.7(a) shall not be treated as a breach of covenant for the purposes of Section 7.2(b).

Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI Parent and Merger Sub, and Parent and Merger Sub shall give prompt notice to the Company, of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence nonoccurrence of which would be likely to cause any representation or warranty of the Company contained in this Agreement, which is qualified as to materiality, to be untrue or the Stockholders contained herein inaccurate, or any representation or warranty not so qualified, to be untrue or inaccurate in any material respect at or prior to the Closing and Effective Time, (ii) any material failure of any Stockholder the Company, Parent or Merger Sub, as the Company case may be, to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The , (iii) any notice of, or other communication relating to, a default or event which, with notice or lapse of time or both, would become a default, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time under any contract or agreement to which it or any of its subsidiaries is a party or is subject material to the financial condition, business or results of operations of it and its subsidiaries, taken as a whole, (iv) 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, or (v) any Material Adverse Effect with respect to such party; provided, however, that the delivery of any notice pursuant to this Section 7.7 6.8 shall not be deemed to (i) modify the representations cure such breach or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, non-compliance or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders and Each party hereto (the Company “Notifying Party”) shall give prompt notice to TCI the other parties hereto of (i) the occurrence or non-occurrence nonoccurrence of any event event, the occurrence or non-occurrence nonoccurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders Notifying Party contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder or the Company Notifying Party to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The hereunder at or prior to the Closing, provided, however, that the delivery of any notice pursuant to this Section 7.7 6.4 shall not be deemed to (i) modify the representations cure such failure or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party parties receiving such notice. Without limiting the generality of the foregoing, from the date hereof through the earlier of the Closing Date and the date of any termination of this Agreement pursuant to Article VIII hereof, the Notifying Party shall promptly notify the other parties hereto of any action or proceeding of the type required to be described in Sections 3.15 or 5.7 hereof that is commenced or, to its knowledge, threatened against the Notifying Party, or against any officer or director of the Notifying Party or any of its Subsidiaries with respect to the affairs of the Notifying Party, and of any request for additional information or documentary materials by any Governmental Entity in connection with the transactions contemplated hereby.

Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI Parent of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any material failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunderPerson hereunder as of such date. TCI and Newco Parent shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI Parent or Newco Old ACG contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any material failure of TCI Parent or Newco Old ACG to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder as of such date. The delivery of any notice pursuant to this Section 7.7 9.6 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.89.7, (ii) modify the conditions set forth in Sections 8 10 and 911, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.