Common use of Notification of Certain Matters Clause in Contracts

Notification of Certain Matters. Each Stockholder and the Company shall give prompt notice to AmPaM upon obtaining knowledge of (i) the occurrence or non-occurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty of the Company or such Stockholder contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of such Stockholder or the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reason; and (iv) the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to this Section 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 7.7, (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. Each Stockholder (a) The Company shall (i) give prompt written notice to each Purchaser of any written notice or other written communication from any Person alleging that the consent of such Person which is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice to AmPaM upon obtaining knowledge each Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (iii) the occurrence or non-occurrence Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event the occurrence or nonoccurrence of which circumstance that would be likely to cause result in any representation or warranty of the Company or such Stockholder contained herein to be Purchaser, as applicable, being untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of such Stockholder or the Company to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reason; and (iv) the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to this Section 7.6 shall Purchaser, as applicable, not be deemed to (i) modify the representations being performed or warranties hereunder of the party delivering complied with such noticethat, which modification may only be made pursuant to Section 7.7in each such case, (ii) modify the conditions set forth in Sections 8 and 9Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (iiiD) limit or otherwise affect restrict the remedies available hereunder ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party receiving such noticeto consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicable.

Notification of Certain Matters. Each Stockholder (a) At all times during the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Time, the Company shall give prompt notice to AmPaM Parent and Acquisition Sub upon obtaining knowledge of (i) the occurrence or non-occurrence of any event the occurrence or nonoccurrence of which would be likely to cause becoming aware that any representation or warranty of the Company or such Stockholder contained herein to be made by it in this Agreement has become untrue or inaccurate in any material respect at respect, or prior to the Closing and (ii) of any material failure of such Stockholder or the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; under this Agreement, in any such case if and only to the extent that such untruth or inaccuracy, or such failure, would reasonably be expected to cause any of the conditions to the obligations of Parent and Acquisition Sub to consummate the transactions contemplated hereby set forth in paragraphs (iiiC)(2) any termination of any Other Agreement for any reason; and (ivC)(3) of Annex A to fail to be satisfied at the issuance by then scheduled expiration of the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. HoweverOffer; provided, subject to the provisions of Section 7.7however, that no such notification shall not relieve either affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Acquisition Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 7.11(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Acquisition Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Acquisition Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in any such case if and only to the extent that such untruth or inaccuracy, or such Stockholder failure, would reasonably be expected to prevent, materially delay or materially impair the ability of Parent and Acquisition Sub to consummate the Merger and the transactions contemplated by this Agreement (including the Offer and the Merger) or the ability of Parent and Acquisition Sub to fully perform their respective covenants and obligations under this Agreement. The delivery ; provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Acquisition Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided further, that the terms and conditions of the Confidentiality Agreement shall apply to any notice information provided to the Company pursuant to this Section 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 7.7, (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 notice7.11(b).

Notification of Certain Matters. Each Stockholder (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X and the Appointment Time, the Company shall give prompt notice to AmPaM Parent and Acquisition Sub upon obtaining knowledge of (i) the occurrence or non-occurrence of any event the occurrence or nonoccurrence of which would be likely to cause becoming aware that any representation or warranty of the Company or such Stockholder contained herein to be made by it in this Agreement has become untrue or inaccurate in any material respect at respect, or prior to the Closing and (ii) of any material failure of such Stockholder or the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; under this Agreement, in any such case if and only to the extent that such untruth or inaccuracy, or such failure, would reasonably be expected to cause any of the conditions to the obligations of Parent and Acquisition Sub to consummate the transactions contemplated hereby set forth in paragraphs (iiiC)(2) any termination of any Other Agreement for any reason; and (ivC)(3) of Annex A to fail to be satisfied at the issuance by then scheduled expiration of the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. HoweverOffer; provided, subject to the provisions of Section 7.7however, that no such notification shall not relieve either affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Acquisition Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 8.6(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article X and the Appointment Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Acquisition Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Acquisition Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in any such case if and only to the extent that such untruth or inaccuracy, or such Stockholder failure, would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement (including the Offer and the Merger) or the ability of Parent and Acquisition Sub to fully perform their respective covenants and obligations under this Agreement. The delivery ; provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Acquisition Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided further, that the terms and conditions of the Confidentiality Agreement shall apply to any notice information provided to the Company pursuant to this Section 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 7.7, (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 notice8.6(b).

Notification of Certain Matters. Each Stockholder and the Company (a) The Companies shall give prompt written notice to AmPaM upon obtaining knowledge the Buyer of (i) the occurrence or non-occurrence of any event the occurrence change, condition, or nonoccurrence of which would be likely to cause any representation or warranty of the Company or such Stockholder contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of such Stockholder or the Company to comply with or satisfy any covenantevent, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 render any representation or warranty of AmPaM any Seller, Blocker, or Company contained herein to be in this Agreement or any Ancillary Agreement, if made on or immediately following the date of such event, untrue or inaccurate to a degree that it is reasonably expected that the condition set forth in any material respect at the first sentence of Section 8.3(a)(i) or prior to the Closingfirst sentence of Section 8.3(a)(ii) would not be satisfied as of the anticipated Closing Date, (ii) the occurrence of any material change, condition or event that has had or is reasonably likely to have a Company Material Adverse Effect (or would reasonably be expected to have a Buyer Material Adverse Effect if and when the Target Entities were to become Subsidiaries of Buyer following Closing), (iii) any failure of AmPaM the Sellers, the Target Entities or any other Affiliate of the Sellers to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder or any event or condition that would otherwise result in the nonfulfillment of any of the conditions to the Buyer’s obligations hereunder; , (iv) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements or (v) any Action pending or, to the knowledge of the Companies, threatened against a party or the parties relating to the transactions contemplated by this Agreement or the Ancillary Agreements. (b) The Buyer shall give prompt written notice to the Companies of (i) the occurrence of any change, condition or event that has had or is reasonably likely to have a Buyer Material Adverse Effect, (ii) any failure of the Buyer or its Affiliates to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder or any event or condition that would otherwise result in the nonfulfillment of any of the conditions to the Buyer’s obligations hereunder, (iii) any termination notice or other communication from any Person alleging that the consent of any Other such Person is or may be required in connection with the consummation of the transactions contemplated by this Agreement for any reason; and or the Ancillary Agreements or (iv) the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. HoweverAction pending or, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to this Section 7.6 shall not be deemed to (i) modify the representations or warranties hereunder knowledge of the Buyer, threatened against a party delivering such notice, which modification may only be made pursuant to Section 7.7, (ii) modify or the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder parties relating to the party receiving such noticetransactions contemplated by this Agreement or the Ancillary Agreements.

Notification of Certain Matters. Each Stockholder and the The Company shall give prompt notice to AmPaM upon obtaining knowledge the Purchaser, and (in the case of clauses (a) and (d) of this Section 6.08 only) the Purchaser and the Merger Subsidiary shall give 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 failure to occur has caused or nonoccurrence of which would be is reasonably likely to cause any representation or warranty of such party contained in this Agreement or the other agreements contemplated hereby to be untrue at any time from the date of this Agreement to the Closing Date, (b) any material adverse effect with respect to the Company or such Stockholder contained herein any event, change, occurrence, effect, fact, condition, development or circumstance or series of events, changes, occurrences, effects, facts, conditions, developments or circumstances that would reasonably be expected to be untrue or inaccurate result in any a material adverse effect with respect at or prior to the Closing and Company, (iic) any material claims, actions, proceedings, litigation or governmental investigations commenced or, to its knowledge, threatened, involving or affecting the Company or any of its subsidiaries or any of their material property or assets or the transactions contemplated hereby which would reasonably be expected to have a material adverse effect on the Company, or (d) any failure of such Stockholder the Purchaser or the Company Merger Subsidiary or of any officer, director, employee or agent thereof to comply in all material respects with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other . Notwithstanding anything in this Agreement for any reason; and (iv) the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7contrary, no such notification shall not relieve either affect the Company representations, warranties or such Stockholder of their respective obligations under this Agreement. The delivery covenants of any notice pursuant to this Section 7.6 shall not be deemed to (i) modify the representations party or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.7, (ii) modify the conditions set forth in Sections 8 and 9to the obligations of any party hereunder, or (iii) nor shall it limit or otherwise affect the remedies available hereunder to the party receiving such notice. Each of the Company and the Purchaser shall give prompt notice to the other party of any notice or other communication from any third party or Governmental Entity alleging that the consent of such third party or Governmental Entity is or may be required in connection with the transactions contemplated by this Agreement.

Notification of Certain Matters. Each Stockholder and (a) During the Pre-Closing Period, the Company shall give prompt notice to AmPaM upon obtaining knowledge promptly notify Parent in writing of the discovery by the Company of: (i) any event, condition, fact or circumstance that occurred or existed on or prior to the occurrence date of this Agreement and that caused or non-occurrence of any event the occurrence or nonoccurrence of which would be likely to cause constitutes a material inaccuracy in any representation or warranty of made by the Company in this Agreement; (ii) any event, condition, fact or such Stockholder contained herein to be untrue circumstance that occurs, arises or inaccurate exists after the date of this Agreement and that would cause or constitute a material inaccuracy in any material respect at representation or warranty made by the Company in this Agreement if such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the Closing and (ii) any material failure date of such Stockholder or the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderthis Agreement; (iii) any termination material breach of any Other Agreement for any reasoncovenant or obligation of the Company; and (iv) any event, condition, fact or circumstance that would make the issuance by the SEC or any state securities regulatory authority timely satisfaction of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to this Section 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 7.7, (ii) modify Offer Conditions or the conditions set forth in Sections 8 and 9, Section 7 impossible or (iiiwould make the failure of any such condition reasonably likely. No notification given to Parent pursuant to this Section 6.6(a) or any information or knowledge obtained pursuant to Section 5.1 shall limit or otherwise affect any of the remedies available hereunder representations, warranties, covenants or obligations of the Company contained in this Agreement. (b) During the Pre-Closing Period, Parent shall promptly notify the Company in writing of the discovery by Parent of: (i) any event, condition, fact or circumstance that occurred or existed on or prior to the party receiving date of this Agreement and that caused or constitutes a material inaccuracy in any representation or warranty made by Parent or Acquisition Sub in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a material inaccuracy in any representation or warranty made by Parent or Acquisition Sub in this Agreement if such noticeevent, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any material breach of any covenant or obligation of Parent or Acquisition Sub; and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the Offer Conditions or the conditions set forth in Section 7 impossible or would make the failure of any such condition reasonably likely. No notification given to the Company pursuant to this Section 6.6(b) or any information or knowledge obtained pursuant to Section 5.1 shall limit or otherwise affect any of the representations, warranties, covenants or obligations of Parent or Acquisition Sub contained in this Agreement.

Notification of Certain Matters. Each Stockholder and of the Company and Parent shall give prompt promptly notify the other 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; (b) any notice or other communication from any Governmental Authority in connection with the Transactions; (c) any Actions pending, commenced or, to AmPaM upon obtaining the knowledge of the Company or the knowledge of Parent, threatened against the Company or any of its Subsidiaries or Parent and any of its Subsidiaries, as the case may be, that, if pending on the Original Execution Date, would have been required to have been disclosed by such party pursuant to any of such party’s representations and warranties contained in the Original Merger Agreement, or that relate to such party’s ability to consummate the Transactions; (id) the occurrence or non-occurrence a breach of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty or failure to perform any covenant or agreement set forth in this Agreement on the part of such party (or Merger Sub, in the case of Parent) having occurred that would cause the conditions set forth in Section 7.01, Section 7.02 or Section 7.03 not to be satisfied; and (e) any person notifies the Company or any of its Subsidiaries in writing that such person is seeking indemnification from the Company or any of its Subsidiaries under any indemnification, advancement of expenses or exculpation provisions of any indemnification agreements by and among the Company or any of its Subsidiaries and their respective directors and executive officers or the memorandum and articles of association of the Company or such Stockholder contained herein to be untrue or inaccurate any of its Subsidiaries; together, in any material respect at or prior to the Closing and (ii) any material failure of such Stockholder or the Company to comply each case, with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM shall give prompt notice to the Company of (i) the occurrence or non-occurrence a copy of any event such notice, communication or Action; provided, that the occurrence or non-occurrence of which would be likely to cause any representation or warranty of AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reason; and (iv) the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to this Section 7.6 6.06 shall not cure any breach of, or non-compliance with, any other provision of this Agreement, be deemed to (i) modify amend or supplement the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.7, (ii) modify the conditions set forth in Sections 8 and 9Company Disclosure Schedule, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that failure to give prompt notice pursuant to Section 6.06(d) shall not constitute a failure of a condition to the Merger set forth in Article VII except to the extent that the underlying breach of a representation or warranty or failure to perform any covenant or agreement not so notified would, standing alone, constitute such a failure; provided, further, that the Company’s unintentional failure to give notice under this Section 6.06 shall not be deemed to be a breach of a covenant under this Section 6.06 but instead shall constitute only a breach of the underlying representation or warranty or covenant or condition, as the case may be.

Notification of Certain Matters. Each Stockholder (a) The Company shall (i) give prompt written notice to Purchaser of any written notice or other written communication from any Person alleging that the consent of such Person which is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice to AmPaM upon obtaining knowledge Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (iii) the occurrence or non-occurrence Company shall give prompt notice to Purchaser, and Purchaser shall give written prompt notice to the Company, of any event the occurrence or nonoccurrence of which circumstance that would be likely to cause result in any representation or warranty of the Company or such Stockholder contained herein to be Purchaser, as applicable, being untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of such Stockholder or the Company to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reason; and (iv) the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or Purchaser, as applicable, not being performed or complied with such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to this Section 7.6 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering that, in each such noticecase, which modification may only be made pursuant to Section 7.7, (ii) modify the conditions set forth in Sections 8 and 9Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (iiiD) limit or otherwise affect restrict the remedies available hereunder ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party receiving such noticeto consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicable.

Notification of Certain Matters. (a) Each Stockholder and Party agrees to promptly notify the Company shall give prompt notice to AmPaM other Parties upon obtaining knowledge becoming aware of (i) any notice or other communication from any Person alleging that the occurrence or non-occurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty of the Company or such Stockholder contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure consent of such Stockholder or Person may be required in connection with the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied transactions contemplated by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closingthis Agreement, (ii) any material failure of AmPaM to comply notice or other communication from any Governmental Entity in connection with or satisfy any covenantthe transactions contemplated by this Agreement, condition or agreement to be complied with or satisfied by it hereunder; and (iii) any termination Litigation instituted or threatened (or unasserted but considered probable of any Other Agreement for any reason; assertion and (ivwhich if asserted would have at least a reasonable possibility of an unfavorable outcome) the issuance by the SEC against such Party or any state securities regulatory authority its directors, officers or Affiliates, including by any stockholder of such Party, before any issuance Governmental Entity, relating to or involving or otherwise affecting such Party or any of or threatened issuance its Subsidiaries, which, if pending on the date of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery of any notice , would have been required to have been disclosed pursuant to this Agreement or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The other Parties shall have the right to be consulted with respect to the defense of any such Litigation; provided, that subject to Section 7.6 4.17, the Party against whom the Litigation has been instituted or threatened shall not be deemed retain the sole right and complete discretion to determine its own course of conduct with respect to any such Litigation. (b) Each Party agrees to promptly notify the other Parties upon becoming aware of (i) modify the representations any facts or warranties hereunder circumstances which could result in a decision from a court, patent office or other regulatory agency rendering any of the party delivering such notice, which modification may only be made pursuant to Section 7.7, Party’s Intellectual Property invalid or unenforceable or (ii) modify the conditions set forth in Sections 8 and 9any facts or circumstances, that would, or (iii) limit or otherwise would reasonably be expected to, affect the remedies available hereunder validity or enforceability of any of such Party’s Intellectual Property or impair or constitute a Lien on such Party’s ability to the party receiving transfer any of such noticeParty’s Intellectual Property.

Notification of Certain Matters. Each Stockholder and the (a) The Company shall give prompt notice to AmPaM upon obtaining knowledge Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of (i) any event the occurrence, or non-occurrence or nonoccurrence of which would reasonably be likely expected to cause result in any representation or warranty of the Company or such Stockholder 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 material failure of such Stockholder the Company, Parent or Merger Sub, as the Company case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reason; and (iv) provided, however, that the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to this Section 7.6 5.8(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 7.7, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party Party receiving such notice. (b) Each of the Company and Parent shall give prompt notice to the other of (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the Merger or other transactions contemplated by this Agreement; (ii) any notice or other communication from any Governmental Authority in connection with the Merger or other transactions contemplated by this Agreement; (iii) any litigation, relating to or involving or otherwise affecting the Company or the Company Subsidiary or Parent and its Subsidiaries that relates to the Merger or other transactions contemplated by this Agreement; (iv) the occurrence of a default or event that, with notice or lapse of time or both, will become a default under either a Company Material Contract or a Parent Material Contract; and (v) any change that would be reasonably likely to result in a Company Material Adverse Effect or Parent Material Adverse Effect, as the case may be, or is likely to impede or impair in any material respect the ability of either Parent or the Company to consummate the transactions contemplated by this Agreement or to fulfill their respective obligations herein.

Notification of Certain Matters. Each Stockholder Between the date hereof and the Company shall Closing, each party to this Agreement will give prompt notice in writing to AmPaM upon obtaining knowledge of the other party hereto of: (i) the occurrence or non-occurrence of any event the occurrence or nonoccurrence of which would be likely to cause information that indicates that any representation or and warranty of the Company or such Stockholder party contained herein to was not true and correct as of the date hereof or will not be untrue or inaccurate in any material respect at or prior to the Closing true and (ii) any material failure correct as of such Stockholder or the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) the occurrence of any material event which could result in the failure of AmPaM to comply with satisfy a condition specified in Article 6 or satisfy any covenantArticle 7 hereof, condition or agreement to be complied with or satisfied by it hereunder; as applicable, (iii) any termination notice or other communication from any third person alleging that the consent of any Other Agreement for any reason; such third person is or may be required in connection with the transactions contemplated by this Agreement, and (iv) the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in case of the Stockholders and the Companies, any jurisdiction. Howevernotice of, subject to the provisions or other communication relating to, any default or event which, with notice or lapse of Section 7.7time or both, such notification shall not relieve either the would become a default under any Company or such Stockholder of their respective obligations under this Agreement. The delivery Stockholders shall (x) promptly advise UAG of any event that has, or could in the future have, a Material Adverse Effect (y) confer on a regular basis with one or more designated representatives of UAG to report operational matters and to report the general status of ongoing operations, and (z) notify UAG of any emergency or other change in the normal course of business or in the operation of the properties of the Companies and of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated) or adjudicatory proceedings involving the Companies or any of their assets or operations, and will keep UAG fully informed of such events and permit UAG's representatives access to all materials prepared in connection therewith. The Stockholders shall give prompt notice to UAG of any notice pursuant to this Section 7.6 shall not be deemed to (i) modify the representations or warranties hereunder other communication from any third person asserting any right, title or interest in any of the party delivering such noticeShares held by the Stockholders (including, which modification may only be made pursuant without limitation, any threat to Section 7.7, (ii) modify the conditions set forth in Sections 8 and 9commence, or (iiinotice of the commencement of any action or other proceeding with respect to any of the Shares) limit or otherwise affect the remedies available hereunder occurrence of any other event of which any Stockholder has knowledge which could result in any failure to consummate the party receiving such noticesale of the Shares as contemplated hereby.

Notification of Certain Matters. Each Stockholder (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall give prompt notice to AmPaM Parent and Acquisition Sub upon obtaining knowledge of (i) the occurrence or non-occurrence of any event the occurrence or nonoccurrence of which would be likely to cause becoming aware that any representation or warranty of the Company or such Stockholder contained herein to be made by it in this Agreement has become untrue or inaccurate in any material respect at respect, or prior to the Closing and (ii) of any material failure of such Stockholder or the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reason; and (iv) the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale under this Agreement, in any jurisdiction. However, subject such case if and only to the provisions extent that such untruth or inaccuracy, or such failure, would reasonably be expected to cause any of the conditions to the obligations of Parent and Acquisition Sub to consummate the transactions contemplated hereby set forth in Section 7.77.2(a) and Section 7.2(b) to not be satisfied at the Closing; provided, however, that no such notification shall not relieve either affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or such Stockholder the conditions to the obligations of their respective obligations under Parent and Acquisition Sub to consummate the transactions contemplated by this Agreement. The delivery Agreement or the remedies available to the parties hereunder; and provided further, that the terms and conditions of the Confidentiality Agreement shall apply to any notice information provided to Parent pursuant to this Section 7.6 6.13(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Acquisition Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Acquisition Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in any such case if and only to the extent that such untruth or inaccuracy, or such failure, would reasonably be expected to cause any of the conditions to the obligations of the Company to consummate the transactions contemplated hereby set forth in Section 7.3(a) and Section 7.3(b) to not be satisfied at the Closing; provided, however, that no such notification shall affect or be deemed to (i) modify the representations any representation or warranties hereunder warranty of the party delivering such notice, which modification may only be made pursuant to Section 7.7, (ii) modify the conditions Parent or Acquisition Sub set forth in Sections 8 and 9, this Agreement or (iii) limit the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or otherwise affect the remedies available hereunder to the parties hereunder; and provided further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 6.13(b). (c) No investigation pursuant to this Section 6.13 shall affect any representation or warranty in this Agreement of any party receiving such noticehereto or any condition to the obligations of the parties hereto.

Notification of Certain Matters. Each Stockholder Except as prohibited by applicable Law, each of EVI, MTI and Parent shall promptly notify the Company shall give prompt notice to AmPaM upon obtaining knowledge other Parties in writing of: (a) any inaccuracy of (i) the occurrence or non-occurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty of the Company contained in this Agreement or such Stockholder contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of such Stockholder or the Company to comply with or satisfy any covenant, condition or agreement covenant to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reason; and (iv) the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to this Section 7.6 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering Agreement such notice, which modification may only be made pursuant to Section 7.7, (ii) modify that the conditions set forth in Sections 8 Article VIII hereof would not be satisfied; (b) the failure of such Party to perform in any material respect any obligation to be performed by it under this Agreement; (c) any notice or other communication from any Person alleging that notice to or consent of such Person is required in connection with the Mergers or the other transactions contemplated by this Agreement; (d) any notice or other communication from any customer, distributor or reseller to the effect that such customer, distributor or reseller is terminating or otherwise materially adversely modifying its relationship with such Party or any of its Subsidiaries as a result of the Mergers or the other transactions contemplated by this Agreement; (e) any material notice or other material communication from any Governmental Authority in connection with the Mergers or the other transactions contemplated by this Agreement, and 9a copy of any such notice or communication shall be furnished to the other Parties, together with the written notice required by this Section; (f) any filing or notice made by such Party with any Governmental Authority in connection with the Mergers or the other transactions contemplated by this Agreement, and a copy of any such filing or notice shall be furnished to the other Parties together with the written notice required by this Section; (g) any actions, suits, claims, investigations or proceedings commenced or, to the Knowledge of EVI, MTI or Parent, as applicable, threatened against, relating to or involving or otherwise affecting EVI, MTI or any of their respective Subsidiaries or Parent or any of its Subsidiaries, as applicable, or that relate to the consummation of the Mergers or the other transactions contemplated by this Agreement; and (iiih) limit the occurrence of any matters or events that individually or in the aggregate would be reasonably likely to result in any condition to the transactions contemplated hereby and set forth in Article VIII hereof not being satisfied; provided, however, that no such notification shall operate as a waiver or otherwise affect any representation, warranty, covenant, agreement or other provision in this Agreement, or the obligations of any Party (or remedies available hereunder with respect thereto) or the conditions to the party receiving such noticeobligations of any Party under this Agreement.

Notification of Certain Matters. Each Stockholder and the Company (a) Seller shall give prompt written notice to AmPaM Buyer upon obtaining knowledge Seller becoming aware of (i) the occurrence or non-occurrence of any change, condition or event the occurrence or nonoccurrence non-occurrence of which would be likely to cause render any representation or warranty of Seller contained in this Agreement, if made on or immediately following the Company or date of such Stockholder contained herein to be event, untrue or inaccurate in any material respect at or prior to the Closing and inaccurate, (ii) the occurrence of any material change, condition or event that has had or is reasonably likely to have a Material Adverse Change, (iii) any failure of such Stockholder Seller or the Company any affiliate of Seller to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder or any event or condition that would otherwise result in the nonfulfillment of any of the conditions to Buyer’s obligations hereunder, (iv) any notice or other communication from any person alleging that the consent of such person hereunder. AmPaM is or may be required in connection with the consummation of the transactions contemplated by this Agreement or (v) any claim, action or proceeding pending or, to Seller’s knowledge, threatened against a party or the parties relating to the transactions contemplated by this Agreement. (b) Buyer shall give prompt written notice to the Company Seller upon Buyer becoming aware of (i) the occurrence or non-occurrence of any change, condition or event the occurrence or non-occurrence of which would be likely to cause render any representation or warranty of AmPaM Buyer contained herein to be in this Agreement, if made on or immediately following the date of such event, untrue or inaccurate in any material respect at or prior to the Closinginaccurate, (ii) any material failure of AmPaM Buyer or any affiliate of Buyer to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder or any event or condition that would otherwise result in the nonfulfillment of any of the conditions to Seller’s obligations hereunder; , (iii) any termination notice or other communication from any person alleging that the consent of any Other such person is or may be required in connection with the consummation of the transactions contemplated by this Agreement for any reason; and or (iv) any claim, action or proceeding pending or, to Buyer’s knowledge, threatened against a party or the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject parties relating to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under transactions contemplated by this Agreement. The delivery of any notice pursuant to this Section 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 7.7, (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. Each Stockholder and the (a) The Company shall give prompt notice to AmPaM upon obtaining knowledge Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence occurrence, of any event the occurrence occurrence, or nonoccurrence non-occurrence, of which would be likely to cause results in any representation or warranty of the Company or such Stockholder 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 or Material Adverse Effect, then untrue or inaccurate in any respect) and (ii) any material failure of such Stockholder the Company, Parent or Merger Sub, as the Company case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reason; and (iv) provided, however, that the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to this Section 7.6 5.12 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 7.7, (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. (b) Each of the Company and Parent shall give prompt notice to the other of (i) any notice or other communication from any Person alleging that the Approval of such Person is or may be required in connection with the Merger or the Related Agreements, (ii) any notice or other communication from any Governmental Authority in connection with the Merger or the Related Agreements, (iii) any Litigation, relating to or involving or otherwise affecting the Company or its Subsidiaries or Parent that relates to the Merger or the Related Agreements; (iv) the occurrence of a default or event that, with notice or lapse of time or both, will become a default under any Material Agreement of the Company; and (v) any change that could reasonably be expected to have a Material Adverse Effect on the Company or Parent or is likely to delay or impede the ability of either Parent or the Company to consummate the transactions contemplated by this Agreement or the Related Agreements or to fulfill their respective obligations set forth herein or therein. (c) Each of the Company and Parent shall give (or shall cause their respective Subsidiaries to give) any notices to third Persons, and use, and cause their respective Subsidiaries to use, its reasonable best efforts to obtain any consents from third Persons (i) necessary, proper or advisable to consummate the transactions contemplated by this Agreement, (ii) otherwise required under any Contracts in connection with the consummation of the transactions contemplated hereby or (iii) required to prevent a Material Adverse Effect on the Company or Parent from occurring. If any party shall fail to obtain any such consent from a third Person, such party shall use its reasonable best efforts, and will take any such actions reasonably requested by the other parties, to limit the adverse effect upon the Company and Parent, their respective Subsidiaries, and their respective businesses resulting, or which would result after the Effective Time, from the failure to obtain such consent.

Notification of Certain Matters. Each Stockholder and of the Company parties shall give prompt notice to AmPaM upon obtaining knowledge the other party, of (i) the occurrence discovery of a fact or non-occurrence facts of which the notifying party has actual knowledge which cause any of the representations, warranties or statements made by it or in an any exhibit, schedule or other document delivered pursuant to this Agreement, to be false or misleading or omit any facts necessary in order to make such representations, warranties or statements not false or misleading; (ii) the occurrence, or failure to occur, of any event the which occurrence or nonoccurrence of which failure would be likely to cause any representation or warranty of the Company or such Stockholder contained herein made by them in this Agreement to be untrue or inaccurate in any material respect at or prior time from the date of this Agreement to the Closing Date; and (iiiii) any material failure of such Stockholder or the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM notifying party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or him hereunder; (iii) . Each party hereto shall use all reasonable efforts to remedy any termination failure on its or his part to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or him/her hereunder. During the period from the date of this Agreement to the Closing Date, DPII will reasonably promptly notify Axys of any Other Agreement for any reason; material change in, or outside of, the Ordinary Course of Business of DPII or the DPII Business and (iv) the issuance by the SEC or any state securities regulatory authority of any issuance Governmental or Regulatory Authority complaints, investigative hearings, or the institution, written threat (to the extent DPII has or should have Knowledge of such threat) or threatened issuance settlement of litigation, in each case involving an amount in excess of $50,000 and relating to DPII or the DPII Business, and shall keep Axys fully informed in reasonable detail of such events. DPII shall not enter into any settlements over $50,000 in connection with any such litigation without the prior written consent of Axys. During the period from the date of this Agreement to the Closing Date, Axys and the Company will reasonably promptly notify DPII of any order challenging material change in, or outside of, the availability Ordinary Course of an exemption from registration or suspending the qualification Business of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery the Business and of any notice pursuant to this Section 7.6 shall not be deemed to (i) modify the representations Governmental or warranties hereunder of the party delivering such noticeRegulatory Authority complaints, which modification may only be made pursuant to Section 7.7, (ii) modify the conditions set forth in Sections 8 and 9investigative hearings, or the institution, written threat (iii) limit or otherwise affect the remedies available hereunder to the party receiving extent Axys or the Company has or should have Knowledge of such notice.threat) or settlement of

Notification of Certain Matters. Each Stockholder (a) The Buyer on the one hand, and the Company Seller Parties, on the other hand, shall give prompt notice to AmPaM promptly notify the other upon obtaining knowledge of (i) the occurrence or non-occurrence becoming aware of any event the occurrence or nonoccurrence breach of which would be likely to cause any representation or warranty contained in this Agreement including, in the case of the Company Buyer, upon any of their officers, employees or authorized representatives becoming aware of such Stockholder contained herein to be untrue or inaccurate in any material respect at or prior a breach as a result of the access to the Closing and (ii) any material failure Business permitted by Section 5.1; provided, however, that a party’s receipt of such Stockholder information or the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reason; and (iv) the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either operate as a waiver (including with respect to any right to indemnification) or otherwise affect any representation, warranty, covenant or agreement given or made by the Company other parties in this Agreement. (b) Each party shall promptly notify the other of any action, suit or proceeding that shall be instituted or threatened against such Stockholder party to restrain, prohibit or otherwise challenge the legality of their respective obligations under any transaction contemplated by this Agreement. The delivery Seller Parties shall promptly notify the Buyer, and the Buyer shall promptly notify the Seller Parties, of any notice lawsuit, claim, proceeding or investigation that may be threatened, brought, asserted or commenced against the other, LIN or their respective Affiliates which would have been listed in Schedule 3.16 or would be an exception to Section 4.3 if such lawsuit, claim, proceeding or investigation had arisen prior to the date hereof. (c) In the event that the Seller Parties, LIN or any of their respective Affiliates file any application with the FCC with respect to the Station after the date of this Agreement, the Seller Parties shall notify the Buyer within five (5) Business Days of such filing. (d) The Seller Parties shall keep Buyer reasonably informed regarding the status of the Mergers, including obtaining necessary consents and approvals of Governmental Bodies with respect thereto, in each case, to the extent permissible under applicable Law. (e) The Seller Parties shall use their reasonable best efforts to remain informed regarding the Business and to cause LIN and its Affiliates to make the Seller Parties aware of any matter for which disclosure is required pursuant to this Section 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 7.7, (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 notice5.2.

Notification of Certain Matters. Each Stockholder and the Company Seller shall give prompt notice to AmPaM upon obtaining knowledge of (i) the occurrence or non-occurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty of the Company or such Stockholder contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Buyer and (ii) any material failure of such Stockholder or the Company to comply with or satisfy any covenantAcquisition Subsidiary, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM and Buyer and Acquisition Subsidiary shall give prompt notice to the Company Seller, 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 AmPaM contained herein made by such party or parties in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing, Effective Time and (ii) any material failure of AmPaM Seller, Buyer or Acquisition Subsidiary, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reason; and (iv) provided, however, that the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to this Section 7.6 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 7.7, (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. Seller also shall give prompt notice to Buyer, and Buyer or Acquisition Subsidiary shall give prompt notice to Seller, of: (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the transactions contemplated by this Agreement (unless the requirement for such consent is set forth in Section 3.4 of the Seller Disclosure Schedule or Section 4.4 of the Buyer Disclosure Schedule); (ii) any notice or other communication from any Governmental Entity 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 it or any of its subsidiaries or which relate to the consummation of the transactions contemplated by this Agreement; and (iv) any occurrence of any event having, or which could reasonably be expected to have, a Seller Material Adverse Effect or Buyer Material Adverse Effect.

Notification of Certain Matters. Each Stockholder (a) The Company shall (i) give prompt written notice to Purchaser of any written notice or other written communication from any Person alleging that the consent of such Person which is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice to AmPaM upon obtaining knowledge Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (iii) the occurrence or non-occurrence Company shall give prompt notice to Purchaser, and Purchaser shall give written prompt notice to the Company, of any event the occurrence or nonoccurrence of which circumstance that would be likely to cause result in any representation or warranty of the Company or such Stockholder contained herein to be Purchaser, as applicable, being untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of such Stockholder or the Company to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reason; and (iv) the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or Purchaser, as applicable, not being performed or complied with such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to this Section 7.6 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering that, in each such noticecase, which modification may only be made pursuant to Section 7.7, (ii) modify the conditions set forth in Sections 8 and 9Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (iiiiv) limit or otherwise affect restrict the remedies available hereunder ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party receiving such noticeto consummate the transactions contemplated by this Agreement set forth in Article VII or Article VIII, as applicable.

Notification of Certain Matters. Each Stockholder and the (a) The Company shall give prompt notice to AmPaM upon obtaining knowledge Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence occurrence, of any event the occurrence occurrence, or nonoccurrence non-occurrence, of which would reasonably could be likely expected to cause any representation or warranty of the Company or such Stockholder contained herein in this Agreement to be untrue or inaccurate inaccurate, provided that, solely in the case of the Company, such notice shall be required to be given only if as a result of the matters to be described in such notice the condition set forth in clause (e) of Annex A would not be satisfied and, solely in the case of Purchaser and Parent, such notice shall be required to be given only if the matters to be described in such notice would prevent or materially delay Purchaser or Parent from consummating any material respect at of the Transactions; provided further that any such notice by the Company shall not be deemed to have qualified or prior to modified the Closing representations and warranties of the Company contained in this Agreement for the purposes of determining whether the conditions specified in Annex A have been satisfied and (ii) any material failure of such Stockholder the Company, Parent or Purchaser, as the Company case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; , provided that, solely in the case of the Company, such notice shall be required to be given only if as a result of the matters to be described in such notice the condition set forth in clause (f) of Annex A would not be satisfied and, solely in the case of Purchaser and Parent, such notice shall be required to be given only if the matters to be described in such notice would prevent or materially delay Purchaser or Parent from consummating any of the Transactions, and (iii) any termination the occurrence, or non-occurrence, of any Other Agreement for any reasonevent the occurrence, or non-occurrence, which would cause the condition set forth in clause (d) of Annex A to not be satisfied; and (iv) provided, however, that the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to this Section 7.6 7.08 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 7.7, (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. (b) Each party to this agreement shall promptly notify the other party of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other party a reasonable opportunity to review in advance any proposed substantive communication by such party to any Governmental Authority. Neither party to this Agreement shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of the investigation), litigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the reasonable opportunity to attend at such meeting. Subject to the Confidentiality Agreement, the parties to this Agreement will coordinate and cooperate reasonably with each other in exchanging such information and providing such assistance as the other party may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act. Subject to the Confidentiality Agreement, the parties to this Agreement will provide each other with copies of all correspondence, filings or communications between them or any of their representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement.

Notification of Certain Matters. Each Stockholder and the (a) The Company shall give prompt notice to AmPaM upon obtaining knowledge Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence discovery of any fact or circumstance, or the occurrence, or non-occurrence occurrence, of any event the occurrence or nonoccurrence of which would could reasonably be likely expected to cause any representation of their respective representations or warranty of the Company or such Stockholder warranties contained herein in this Agreement to be become untrue or inaccurate in any material respect at or prior to cause any condition to the Closing obligation of any party to effect the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed and (ii) any material failure of such Stockholder the Company, Parent or Merger Sub, as the Company to comply with or satisfy any covenantcase may be, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reason; and (iv) the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The ; provided, however, that the delivery of any notice pursuant to this Section 7.6 7.08 shall not (A) be deemed to (i) modify cure any breach of any representation or warranty requiring disclosure of such matter prior to the representations date hereof, or warranties hereunder non-compliance with, any other provision of the party delivering such notice, which modification may only be made pursuant to Section 7.7, (ii) modify the conditions set forth in Sections 8 and 9this Agreement, or (iiiB) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, further, that failure to give prompt notice pursuant to this Section 7.08 which does not adversely prejudice the rights of the parties to whom such notice should be delivered shall not constitute a failure of a condition to the Merger set forth in Article VIII except to the extent that the underlying fact or circumstance, the occurrence or non-occurrence of the event, or failure to comply with or satisfy any covenant, condition or agreement not so notified would, standing alone, constitute such a failure. (b) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any notice or other communication from any Governmental Authority 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 and (ii) any Action commenced or, to each of their respective Knowledge, threatened in writing, relating to or involving or otherwise affecting it or any of its Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Article IV or Article V, as applicable, or which relates to the consummation of the Transactions.

Notification of Certain Matters. Each Stockholder Prior to the Acceptance Time, the Parent shall give prompt notice to the Company, and the Company shall give prompt notice to AmPaM upon obtaining knowledge the Parent, of (ia) the occurrence occurrence, or non-occurrence failure to occur, of any event the occurrence or nonoccurrence event, of which would be likely such party has Knowledge that is reasonably expected to cause any representation or warranty of the Company or such Stockholder contained herein in this Agreement to be become untrue or inaccurate in any material respect at such that it is reasonably expected to have a Company Material Adverse Effect or prior to Parent Material Adverse Effect, as the Closing and case may be, until the Acceptance Time or (iib) any material failure of such Stockholder the Parent and the Purchaser or the Company to comply with Company, as the case may be, or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence officer, director, employee or non-occurrence agent thereof, of which would be likely to cause any representation or warranty of AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM such party has Knowledge to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement; (iii) any termination of any Other Agreement for any reason; and (iv) the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. Howeverprovided, subject to the provisions of Section 7.7however, that no such notification shall not relieve either affect the Company representations, warranties, covenants or such Stockholder agreements of their respective the parties, the conditions to the obligations of the parties under this Agreement. The delivery of any notice pursuant to this Section 7.6 shall not be deemed to (i) modify the representations Agreement or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.7, (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 noticenotification. Without limiting the foregoing, the Company shall, within twenty-four (24) hours after it has actual Knowledge of any of the following, notify the Parent of (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required pursuant to any contract or agreement listed in the Company Disclosure Schedule in connection with the transactions contemplated by this Agreement or is otherwise required to consummate the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, and (iii) any actions, suits, claims, investigations or proceedings instituted or threatened against the Company or any of its directors, officers or Affiliates, including by any stockholder of the Company, before any court or Governmental Entity, relating to or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or relating to this Agreement or the transactions contemplated hereby, or seeking damages or discovery in connection with such transactions. The Company shall consult with the Parent regarding the defense or settlement of any such actions, suits, claims, investigations or proceedings and shall consider the Parent’s views with respect to such actions, suits, claims, investigations or proceedings.

Notification of Certain Matters. Each Stockholder and the (a) The Company shall give prompt notice to AmPaM upon obtaining knowledge of the Parent if, at any time (i) the occurrence any Change occurs or non-occurrence of any event the occurrence or nonoccurrence of which exists that would be likely to cause result in any representation or warranty of the Company contained in this Agreement that is qualified as to materiality or Company Material Adverse Effect not being true and accurate in any respect as if such Stockholder contained herein to be untrue representation or inaccurate warranty were made at such time, or any such representation or warranty that is not so qualified not being true and accurate in any material respect as if such representation or warranty were made at such time, or prior to the Closing and (ii) any material failure of such Stockholder or the Company fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall be deemed to cure any breach or otherwise affect the representations, warranties, covenants or agreements of the Company or the conditions to the obligations of the parties hereunder. Without limiting the foregoing, the Company shall, within 24 hours after it has notice of any of the following, notify the Parent of: (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement; (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement; and (iii) any termination actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge, threatened against, relating to or involving or otherwise affecting the Company or any Other of its Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement for or which relate to the transactions contemplated hereby. (b) The Parent shall give prompt notice to the Company if, at any reason; time (i) any Change occurs or exists that would result in any representation or warranty of the Parent or the Merger Sub contained in this Agreement that is qualified as to materiality not being true and accurate in any respect as if such representation or warranty were made at such time, or any such representation or warranty that is not so qualified not being true and accurate in any material respect as if such representation or warranty were made at such time, or (ivii) the issuance by Parent or the SEC Merger Sub fails to comply with or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale satisfy in any jurisdiction. Howevermaterial respect any covenant, subject condition or agreement to the provisions of Section 7.7be complied with or satisfied by them under this Agreement; provided, however, that no such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to this Section 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 7.7, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit cure any breach or otherwise affect the remedies available hereunder representations, warranties, covenants or agreements of the Parent or the Merger Sub or the conditions to the party receiving such noticeobligations of the parties hereunder.

Notification of Certain Matters. Each Stockholder If Parent (or its Affiliates) or the Company receives an administrative or other order or notification relating to any violation or claimed violation of the rules and regulations of the FCC, or of any Governmental Entity, that could affect Parent's, Sub's or the Company's ability to consummate the transactions contemplated hereby, or should Parent (or its Affiliates) or the Company become aware of any fact (including any change in law or regulations (or any interpretation thereof by the FCC)) relating to the qualifications of Parent (and its controlling Persons) that reasonably could be expected to cause the FCC to withhold its consent to the transfer of control of the FCC Licenses contemplated hereunder, Parent or the Company, as the case may be, shall promptly notify the other party thereof and the Company shall use all reasonable efforts to take such steps as may be necessary, to remove any such impediment of the Company to consummate the transactions contemplated by this Agreement. In addition, Parent or the Company, as the case may be, shall give to the other party prompt written notice to AmPaM upon obtaining knowledge of (i) the occurrence occurrence, or non-occurrence failure to occur, of any event the occurrence or nonoccurrence of which it becomes aware that has caused or that would be likely to cause any representation or warranty of Parent and Sub or the Company or such Stockholder Company, as the case may be, contained herein in this Agreement to be untrue or inaccurate in at any material respect at or prior time from the date hereof to the Closing Date, and (ii) any material the failure of such Stockholder Parent and Sub or the Company Company, as the case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reason; and (iv) the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, No such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to this Section 7.6 shall not be deemed to (i) modify affect the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.7, (ii) modify parties or the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such noticetheir respective obligations hereunder.

Notification of Certain Matters. Each Stockholder and the Company (a) Lime shall give prompt notice to AmPaM upon obtaining knowledge the Sellers’ Representative of (i) the occurrence occurrence, or non-occurrence failure to occur, of any event the which occurrence or nonoccurrence of which failure to occur would be likely to cause any representation or warranty of the Company or such Stockholder contained herein made by Lime 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 Closing; (ii) any material failure 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 Lime prior to the Closing, under any agreement, indenture or instrument to which Lime or any of its subsidiaries is a party or is subject which default would materially and adversely affect the ability of Lime to perform its obligations hereunder and to effect the Closing; (iii) any notice or other communication from any third party received by Lime alleging that the consent of such Stockholder third party is or may be required in connection with the transactions contemplated by this Agreement; and (iv) any notice or other communication from any regulatory authority received by Lime in connection with the Transaction or the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM Merger. (b) Sellers’ Representative shall give prompt notice to the Company of Lime (i) upon Seller’s Representative obtaining knowledge of the occurrence occurrence, or non-occurrence failure to occur, of any event the which occurrence or non-occurrence of which failure to occur would be likely to cause any representation or warranty of AmPaM contained herein made by any Seller in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Closing; (ii) of 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 Sellers’ Representative prior to the Closing, (ii) under any material failure agreement, indenture or instrument to which any Seller is a party or is subject which default would materially and adversely affect the ability of AmPaM such Seller to comply with or satisfy any covenant, condition or agreement perform Seller’s obligations hereunder and to be complied with or satisfied by it hereundereffect the Closing; (iii) any termination of any Other Agreement for notice or other communication from any reasonthird party received by Sellers’ Representative alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement; and (iv) the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to this Section 7.6 shall not be deemed to (i) modify or other communication from any regulatory authority received by Sellers’ Representative in connection with the representations Transaction or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.7, (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 noticeMerger .

Notification of Certain Matters. Each Stockholder Between the date hereof and the Company shall Closing, each party to this Agreement will give prompt notice in writing to AmPaM upon obtaining knowledge of the other party hereto of: (i) the occurrence or non-occurrence of any event the occurrence or nonoccurrence of which would be likely to cause information that indicates that any representation or and warranty of the Company or such Stockholder party contained herein to was not true and correct as of the date made or will not be untrue or inaccurate in any material respect at or prior to the Closing true and (ii) any material failure correct as of such Stockholder or the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) the occurrence of any material event which could result in the failure of AmPaM to comply with satisfy a condition specified in ARTICLE 6 or satisfy any covenantARTICLE 7 hereof, condition or agreement to be complied with or satisfied by it hereunder; as applicable, (iii) any termination notice or other communication from any third person alleging that the consent of any Other Agreement for any reason; such third person is or may be required in connection with the transactions contemplated by this Agreement, and (iv) in the issuance by case of the SEC Stockholder and the Company, any notice of, or other communication relating to, any state securities regulatory authority default or event which, with notice or lapse of time or both, would become a default under any Company Agreement set forth on SCHEDULE 2.15. The Company and the Stockholder will (x) promptly advise UAG of any issuance event that has, or could reasonably be expected in the future to have, a Material Adverse Effect on the Company, (y) confer on a regular and frequent basis with one or more designated representatives of or threatened issuance UAG to report operational matters and to report the general status of ongoing operations, and (z) notify UAG of any order challenging emergency or other change in the availability normal course of an exemption from registration business or suspending relating to the qualification Real Property or Improvements of the Company and of any securities described governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated) or adjudicatory proceedings involving the Company, the Real Property or the Improvements and will keep UAG fully informed of such events and permit UAG's representatives access to all materials prepared in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreementconnection therewith. The delivery Stockholder shall give prompt notice to UAG of any notice pursuant to this Section 7.6 shall not be deemed to (i) modify the representations or warranties hereunder other communication from any third person asserting any right, title or interest in any of the party delivering such noticeShares held by the Stockholder (including, which modification may only be made pursuant without limitation, any threat to Section 7.7, (ii) modify the conditions set forth in Sections 8 and 9commence, or (iii) limit notice of the commencement of any action or otherwise affect the remedies available hereunder other proceeding with respect to the party receiving Shares) or the occurrence of any other event of which such noticeStockholder has knowledge which could result in any failure to consummate the sale of the Shares as contemplated hereby.

Notification of Certain Matters. Each Stockholder and Subject to applicable Law, (a) the Company shall give prompt notice to AmPaM upon obtaining knowledge Acquiror, and Acquiror shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event the or circumstance whose occurrence or nonoccurrence of which non-occurrence would be reasonably likely to cause either (i) any representation or warranty of the Company or such Stockholder contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior any time from the date of this Agreement to the Closing and Effective Time or (ii) any material condition to the Merger to be unsatisfied at the Effective Time and (b) the Company shall give prompt notice to Acquiror, and Acquiror shall give prompt notice to the Company, of any failure of such Stockholder the Company, Acquiror, Acquisition Sub or any officer, director, employee, agent or representative of the Company Company, Acquiror or Acquisition Sub, as applicable, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; under this Agreement, which failure would be reasonably likely to cause any condition to the Merger to be unsatisfied at the Effective Time and (iiic) any termination the Company shall give prompt notice to Acquiror, and Acquiror shall give prompt notice to the Company, of any Other Agreement for substantive communication from any reason; and (iv) the issuance by the SEC or Governmental Entity regarding any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. Howevermaterial Action commenced or, subject to the provisions Knowledge of Section 7.7, such notification shall not relieve either the Company or such Stockholder Acquiror, as applicable, threatened, with respect to the Transactions against Acquiror, the Company or any of their respective obligations under this Agreement. The Subsidiaries, properties or assets, officers, directors or employees, and each of Acquiror and the Company shall permit the other party to review and discuss in advance, and consider in good faith the views of the other party in connection with, and a reasonable opportunity to participate in any proposed communication with any Governmental Entity with respect to such an Action; provided, however, that the delivery of any notice pursuant to this Section 7.6 6.4 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 7.7, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder under this Agreement to the party receiving such notice. The Company and Acquiror shall each promptly notify the other of any written notice from any Person alleging that the consent of such Person is or may be required in connection with the Transactions. The Company and Acquiror shall each promptly notify the other of any Actions commenced or, to its Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the consummation of the Transactions.

Notification of Certain Matters. Each Stockholder and the (a) The Company shall give prompt notice to AmPaM upon obtaining knowledge Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence occurrence, of any event the occurrence occurrence, or nonoccurrence non-occurrence, of which would be likely to cause results in any representation or warranty of the Company or such Stockholder 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 or Material Adverse Effect, then untrue or inaccurate in any respect) and (ii) any material failure of such Stockholder the Company, Parent or Merger Sub, as the Company case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reason; and (iv) provided, however, that the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to this Section 7.6 5.8 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 7.7, (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. (b) Each of the Company and Parent shall give prompt notice to the other of (i) any notice or other communication from any Person alleging that the Approval of such Person is or may be required in connection with the Merger or the Option Agreement, (ii) any notice or other communication from any Governmental Authority in connection with the Merger or the Option Agreement; (iii) any Litigation, relating to or involving or otherwise affecting the Company or its Subsidiaries or Parent or its Subsidiaries that relates to the Merger or the Option Agreement; and (iv) any change that could reasonably be expected to have a Material Adverse Effect or is likely to delay or impede the ability of either Parent or the Company to consummate the transactions contemplated by this Agreement or the Option Agreement or to fulfill their respective obligations set forth herein or therein. (c) Each of the Company and Parent shall give (or shall cause their respective Subsidiaries to give) any notices to third Persons, and use, and cause their respective Subsidiaries to use, its reasonable best efforts to obtain any consents from third Persons (i) necessary, proper or advisable to consummate the transactions contemplated by this Agreement, (ii) otherwise required under any Contracts in connection with the consummation of the transactions contemplated hereby or (iii) required to prevent a Material Adverse Effect from occurring. If any party shall fail to obtain any such consent from a third Person, such party shall use its reasonable best efforts, and will take any such actions reasonably requested by the other parties, to limit the adverse effect upon the Company and Parent, their respective Subsidiaries, and their respective businesses resulting, or which would result after the Effective Time, from the failure to obtain such consent. (d) Recognizing that the retention of the Company's employees is to the material benefit of Parent, in the event that the Company receives any written or oral indication from any engineer or other key employee that such person is considering or has decided to terminate his or her employment with the Company or any of its Subsidiaries, the Company shall notify Parent by the next Business Day in order that Parent may meet with such employee.

Notification of Certain Matters. (a) From time to time prior to the Closing, Sellers shall promptly supplement or amend the Disclosure Schedule with respect to any matter arising after the delivery thereof pursuant hereto that, if existing at, or occurring on, the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedule. No supplement to or amendment of the Disclosure Schedule made after the execution hereof pursuant to this section or otherwise shall be deemed to cure any breach of any representation of or warranty made pursuant to this Agreement. (b) Each Stockholder and the Company Party shall give prompt notice to AmPaM upon obtaining knowledge the other Party promptly after becoming aware of (i) the occurrence or non-occurrence of any event the whose occurrence or nonoccurrence of which non-occurrence would be likely to cause either (A) any representation or warranty of the Company or given by such Stockholder notifying Party 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 Date or (B) any condition set forth in ARTICLE VI to be unsatisfied in any material respect at any time from the date hereof to the Closing Date and (ii) any material failure of such Stockholder notifying Party, or the Company Company, its Subsidiaries, or any of their respective officers, directors, employees or agents thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM shall give prompt notice to the Company of ; provided, however, that (ix) 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reason; and (iv) the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to this Section 7.6 section 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 7.7, (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 and (y) the failure to give such notice shall not be required from and after the time the Party to whom such notice is to be given has actual knowledge of the information required to be included in such notice. (c) The disclosures of (i) Conditions générales de services internet Data Center between Musiwave and Ipcenta (not dated); (ii) Conditions particulières de qualité de services between Musiwave and Ipcenta (not dated) made pursuant to Section 3.19 hereof shall be treated as notifications made pursuant to Section 5.8(a) hereof as if such disclosures had been made after the date hereof.

Notification of Certain Matters. Each Stockholder and the (a) The Company shall give prompt notice to AmPaM upon obtaining knowledge Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence occurrence, of any event the occurrence occurrence, or nonoccurrence non-occurrence, of which would be likely to cause results in any representation or warranty of the Company or such Stockholder 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 or Material Adverse Effect, then untrue or inaccurate in any respect) and (ii) any material failure of such Stockholder the Company, Parent or Merger Sub, as the Company case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reason; and (iv) provided, however, that the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to this Section 7.6 5.8 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 7.7, (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. (b) Each of the Company and Parent shall give prompt notice to the other of (i) any notice or other communication from any Person alleging that the Approval of such Person is or may be required in connection with the Merger or the Related Agreements, (ii) any notice or other communication from any Governmental Authority in connection with the Merger or the Related Agreements, (iii) any Litigation, relating to or involving or otherwise affecting the Company or its Subsidiaries or Parent that relates to the Merger or the Related Agreements; (iv) the occurrence of a default or event that, with notice or lapse of time or both, will become a default under any Material Agreement of the Company; and (v) any change that could reasonably be expected to have a Material Adverse Effect on the Company or Parent or is likely to delay or impede the ability of either Parent or the Company to consummate the transactions contemplated by this Agreement or the Related Agreements or to fulfill their respective obligations set forth herein or therein. (c) Each of the Company parties or and Parent shall give (or shall cause their respective Subsidiaries to give) any notices to third Persons, and use, and cause their respective Subsidiaries to use, its reasonable best efforts to obtain any consents from third Persons (i) necessary, proper or advisable to consummate the transactions contemplated by this Agreement, (ii) otherwise required under any Contracts in connection with the consummation of the transactions contemplated hereby or (iii) required to prevent a Material Adverse Effect on the Company or Parent from occurring. If any party shall fail to obtain any such consent from a third Person, such party shall use its reasonable best efforts, and will take any such actions reasonably requested by the other parties, to limit the adverse effect upon the Company and Parent, their respective Subsidiaries, and their respective businesses resulting, or which would result after the Effective Time, from the failure to obtain such consent.

Notification of Certain Matters. Each Stockholder (a) The Company shall (i) give prompt written notice to each Purchaser of any written notice or other written communication from any Person alleging that the consent of such Person which is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by each Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice to AmPaM upon obtaining knowledge each Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (iii) the occurrence or non-occurrence Company shall give prompt notice to each Purchaser, and each Purchaser shall give written prompt notice to the Company, of any event the occurrence or nonoccurrence of which circumstance that would be likely to cause result in any representation or warranty of the Company or such Stockholder contained herein to be Purchaser, as applicable, being untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of such Stockholder or the Company to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reason; and (iv) the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to this Section 7.6 shall Purchaser, as applicable, not be deemed to (i) modify the representations being performed or warranties hereunder of the party delivering complied with such noticethat, which modification may only be made pursuant to Section 7.7in each such case, (ii) modify the conditions set forth in Sections 8 and 9Article VII or Article VIII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (iiic) No information received by a party pursuant to this Section 5.11 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 5.11 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or otherwise affect restrict the remedies available hereunder to the such party receiving such notice.under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or

Notification of Certain Matters. Each Stockholder and the The Company shall give prompt written notice to AmPaM upon obtaining knowledge Parent of (ia) the occurrence or non-occurrence inaccuracy of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty of made by the Company contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate in any respect or any such Stockholder contained herein to be representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect at or prior to (b) the Closing and (ii) any material failure of such Stockholder or by the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall be deemed to cure any breach or otherwise affect the representations, warranties, covenants or agreements of the Company or waive the conditions to the obligations of the parties hereunder. Without limiting the foregoing the Company shall give written notice to Parent of any of the following within twenty-four (24) hours of the Company’s Knowledge of, and in any event within two (2) Business Days after, the Company’s receipt of notice thereof: (i) 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; (ii) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; and (iii) any termination of any Other Agreement for any reason; and (iv) the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. HoweverProceedings commenced or, subject to the provisions of Section 7.7Company’s Knowledge, such notification shall not relieve either threatened against, relating to or involving or otherwise affecting the Company or such Stockholder any Subsidiary which, if pending on the date of their respective obligations under this Agreement. The delivery of any notice Agreement would have been required to have been disclosed pursuant to this Section 7.6 Agreement or which relate to the consummation of the transaction contemplated hereby. Each Party shall promptly provide to the other Party (or its counsel) copies of all filings made by the filing Party with any Governmental Authority in connection with this Agreement and the transactions contemplated hereby. Nothing contained in this Agreement shall give Parent or Purchaser, directly or indirectly, the right to control, direct or interfere with the operations of the Company prior to the Effective Time. Prior to the Effective Time, the Company shall exercise, consistent with the terms and conditions of this Agreement, control and supervision over its business operations. Parent shall not be deemed have any right to (i) modify terminate this Agreement or assert the representations or warranties hereunder failure of the party delivering such notice, which modification may only be made pursuant to Section 7.7, (ii) modify the conditions closing condition set forth in Sections 8 and 9Section 8.2(b) due to a failure by the Company to deliver notice to Parent under this Section 7.4 unless the Company (x) willfully fails to deliver any such notice or (y) fails to deliver notice of any event that constitutes, or (iii) limit or otherwise affect the remedies available hereunder could reasonably be expected to the party receiving such noticeconstitute, a Material Adverse Effect.

Notification of Certain Matters. Each Stockholder (a) The Company and the Company Parent shall give prompt notice to AmPaM upon obtaining knowledge promptly notify each other of (i) any notice or other communication received by such party from any Governmental Entity in connection with the occurrence Mergers or non-occurrence the other transactions contemplated hereby or from any Person alleging that the consent of any event such Person is or may be required in connection with the occurrence Mergers or nonoccurrence of which would be likely to cause any representation or warranty of the Company or such Stockholder contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and other transactions contemplated hereby, (ii) any material failure of Action commenced or, to such Stockholder party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any Company Subsidiary which relate to the Mergers or the Company to comply with other transactions contemplated hereby (“Transaction Litigation”) or satisfy (iii) the discovery of any covenantfact or circumstance that, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 reasonably be likely expected to cause any representation or warranty of AmPaM contained herein to be untrue or inaccurate result in any material respect at or prior of the conditions to the Closing, (ii) any material failure Mergers set forth in Article VI not being satisfied or satisfaction of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination those conditions being materially delayed in violation of any Other Agreement for any reason; and (iv) the issuance by the SEC or any state securities regulatory authority provision of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The ; provided, however, that the delivery of any notice pursuant to this Section 7.6 5.9(a) 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 7.7, (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; provided further, that failure to give prompt notice pursuant to clause (iii) shall not constitute a failure of a condition to the Mergers set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. (b) The Company and Parent shall keep the other parties reasonably informed with respect to the status of any Transaction Litigation if any such other party is not a party thereto. The Company shall reasonably consult with Parent and its Representatives with respect to the defense, negotiations or settlement of, any Transaction Litigation, and the Company shall consider in good faith Parent’s advice with respect to such Transaction Litigation. The Company shall not, and shall not permit any of its Subsidiaries nor any of its or their Representatives to, compromise, settle or come to a settlement arrangement regarding any Transaction Litigation or consent thereto unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Notification of Certain Matters. Each Stockholder and the The Company shall give prompt notice to AmPaM upon obtaining knowledge the Parent, and the Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence nonoccurrence, of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty of the Company or such Stockholder 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 by such Stockholder party (or the Company to comply with or satisfy any covenantMerger Sub, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM shall give prompt notice to in the Company case of (ithe Parent) 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reason; and (iv) provided, however, that the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to this Section 7.6 6.3 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 7.7, (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. If any event or matter arises after the date of this Agreement which, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in the Company Disclosure Letter or which is necessary to correct any information in the Company Disclosure Letter which has been rendered inaccurate thereby, then the Company shall promptly supplement, or amend, and deliver to the Parent the Company Disclosure Letter which it has delivered pursuant to this Agreement. If any event or matter arises after the date 39 45 of this Agreement which, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in the Parent Disclosure Letter or which is necessary to correct any information in the Parent Disclosure Letter which has been rendered inaccurate thereby, then the Parent shall promptly supplement, or amend, and deliver to the Company the Parent Disclosure Letter which it has delivered pursuant to this Agreement.

Notification of Certain Matters. Each Stockholder and the (a) The Company shall give prompt notice to AmPaM upon obtaining knowledge Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence occurrence, of any event the occurrence occurrence, or nonoccurrence non-occurrence, of which would be likely to cause results in any representation or warranty of the Company or such Stockholder 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 or Material Adverse Effect, then untrue or inaccurate in any respect) and (ii) any material failure of such Stockholder the Company, Parent or Merger Sub, as the Company case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reason; and (iv) provided, however, that the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to this Section 7.6 5.8 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 7.7, (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. (b) Between the date hereof and the Effective Time, each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the Merger, (ii) any notice or other communication from any Governmental Authority in connection with the Merger, (iii) any Litigation, relating to or involving or otherwise affecting the Company, Parent or their Subsidiaries that relates to the consummation of the Merger, (iv) the occurrence of a default or event that, with notice or lapse of time or both, will become a default under any contract which is material to Parent or any Material Contract of the Company, and (v) any change that is reasonably likely to have a Material Adverse Effect on the Company or Parent or is likely to delay or impede the ability of either Parent or the Company to consummate the transactions contemplated by this Agreement or to fulfill their respective obligations set forth herein. (c) Each of the Company and Parent will give (or will cause their respective Subsidiaries to give) any notices to third Persons, and use, and cause their respective Subsidiaries to use, all reasonable efforts to obtain any consents from third Persons (i) necessary, proper or advisable to consummate the transactions contemplated by this Agreement, (ii) otherwise required under any contracts, licenses, leases or other agreements in connection with the consummation of the transactions contemplated hereby or (iii) required to prevent a Material Adverse Effect on the Company or Parent from occurring prior to or after the Effective Time. If any party shall fail to obtain any such consent from a third Person, such party will use all reasonable efforts, and will take any such actions reasonably requested by the other parties, to limit the adverse effect upon the Company and Parent, their respective Subsidiaries, and their respective businesses resulting, or which would result after the Effective Time, from the failure to obtain such consent.

Notification of Certain Matters. Each Stockholder and the The Company shall give prompt notice to AmPaM upon obtaining knowledge Parent, and Parent shall give prompt notice to the Company, after it becomes aware of (ia) the occurrence occurrence, or non-occurrence of any event the whose occurrence, or non-occurrence or nonoccurrence of which would be likely to cause (i) any representation or warranty of the Company or such Stockholder 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, (ii) any material failure of such Stockholder condition set forth in Annex I or II to be unsatisfied at any time from the Company date hereof to comply with the Purchase Date, or satisfy (iii) any covenant, condition or agreement contained in this Agreement not to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reasonsatisfied; and (ivb) the issuance any failure by the SEC Company to comply in all material respects with any of its covenants or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging agreements hereunder; provided, however, that the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to this Section 7.6 6.05 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 7.7, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect (1) the right of Parent to terminate this Agreement pursuant to Section 8.01, or (2) any other remedies available hereunder to Parent under Article VIII of this Agreement. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any notice or other communication received by such party receiving from any Governmental Authority in connection with the transactions contemplated by this Agreement or from any Person alleging that the consent of such noticePerson is or may be required in connection with the transactions contemplated hereunder, if the subject matter of such communication or the failure of such party to obtain such consent could reasonably be expected to be material to the Company, the Surviving Corporation or Parent and (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 contemplated by this Agreement.

Notification of Certain Matters. Each Stockholder (a) From and after the date of this Agreement until the earlier to occur of the Effective Time or termination of this Agreement in accordance with its terms, the Company shall give prompt notice to AmPaM upon obtaining knowledge of (i) the occurrence or non-occurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty of the Company or such Stockholder contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Parent, and (ii) any material failure of such Stockholder or the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM Parent shall give prompt notice to the Company Company, of (i) the occurrence discovery of any fact or circumstance, or the occurrence, or non-occurrence occurrence, of any event the occurrence or non-occurrence of which would reasonably be likely expected to cause any representation or warranty condition to the obligation of AmPaM contained herein any party to effect the Transactions not to be untrue satisfied or inaccurate in any material respect at or prior to the Closingsatisfaction of those conditions being materially delayed, and (ii) any material failure of AmPaM the Company, Parent, Midco or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) under this Agreement which would reasonably be expected to cause any termination condition to the obligation of any Other Agreement for any reasonparty to effect the Transactions not to be satisfied or the satisfaction of those conditions being materially delayed; and (iv) provided, however, that the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to this Section 7.6 7.07 shall not (A) cure any breach of, or non-compliance with, any other provision of this Agreement, (B) be deemed to (i) modify amend or supplement the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.7, (ii) modify the conditions set forth in Sections 8 and 9Company Disclosure Schedule, or (iiiC) limit or otherwise affect the remedies available hereunder to the party receiving such notice. (b) From and after the date of this Agreement until the earlier to occur of the Effective Time or termination of this Agreement in accordance with its terms, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any written notice or other written communication from any Governmental Authority 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; and (ii) any Actions commenced or, to the Knowledge of the Company or the Knowledge of Parent (as applicable), threatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries or Parent or Merger Sub, as the case may be, that would have been required to have been disclosed by such Person pursuant to any of such Person’s representations and warranties contained herein, or that relate to such Person’s ability to consummate the Transactions.

Notification of Certain Matters. Each Stockholder and the (a) Company shall give prompt notice to AmPaM upon obtaining knowledge the Parent if any of the following occurs after the date of this Agreement: (i) 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, under any Company Material Contract; (ii) receipt of any notice or other communication in writing from any person alleging that the consent of such person is or may be required in connection with the Transactions; (iii) receipt of any notice or other communication from any Governmental Authority in connection with the Transactions; (iv) the occurrence or non-occurrence of any fact or event the occurrence or nonoccurrence of which would could reasonably be likely expected to cause any representation or warranty of the Company or such Stockholder contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of such Stockholder or the Company to comply with or satisfy any covenant, condition or agreement hereunder not to be complied with or satisfied by such person hereunder. AmPaM shall give prompt notice to in any material respect; (v) the commencement or threat of any litigation involving or affecting the Company or any Company Subsidiary, or any of their respective properties or assets; (ivi) the occurrence or non-occurrence of any fact or event that causes or is reasonably likely to cause a breach by Company of any provision of this Agreement, and (vii) the occurrence of any event that, had it occurred prior to the date of this Agreement without any additional disclosure hereunder, would have constituted a Company Material Adverse Effect. (b) Parent shall give prompt notice to the Company if any of the following occurs after the date of this Agreement: (i) receipt of any notice or other communication in writing from any person alleging that the consent of such person is or may be required in connection with the Transactions; (ii) receipt of any notice or other communication from any Governmental Authority in connection with the Transactions; (iii) the occurrence or non-occurrence of any fact or event which would could reasonably be likely expected to cause any representation or warranty of AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement hereunder not to be complied with or satisfied by it hereunderin any material respect; (iii) any termination of any Other Agreement for any reason; and (iv) the issuance by the SEC commencement or threat of any litigation involving or affecting Parent, Merger Sub, Acquisition Sub or any state securities regulatory authority other Subsidiary of Parent, or any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under properties or assets; (v) the occurrence or non-occurrence of any fact or event that causes or is reasonably likely to cause a breach by Parent, Merger Sub or Acquisition Sub of any provision of this Agreement. The delivery , and (vii) the occurrence of any notice pursuant to this Section 7.6 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such noticeevent that, which modification may only be made pursuant to Section 7.7, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder had it occurred prior to the party receiving such noticedate of this Agreement without any additional disclosure hereunder, would have constituted a Parent Material Adverse Effect.

Notification of Certain Matters. Each Stockholder and the Company shall give prompt notice to AmPaM upon obtaining knowledge of (i) the occurrence or non-occurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty of the Company or such Stockholder contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Stream and (ii) any material failure of such Stockholder or the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM Stream shall give prompt notice to the Company Company, of (i) any notice or other communication received by such party from any Governmental Entity in connection with the Exchange or from any Person alleging that the consent of such Person is or may be required in connection with the Exchange, if the subject matter of such communication or the failure of such party to obtain such consent could be material to Company or Stream, (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 Exchange, (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 AmPaM made by such party contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior to breached such that the Closingbreach, together with all other breaches of this Agreement, provides a right of termination under Article VII; and (iiiv) any material failure of AmPaM such party to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reason; and (iv) provided, however, that the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to this Section 7.6 5.10 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 7.7, (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 Stream the opportunity to participate in the defense or settlement of any securityholder litigation against Company and/or its directors relating to the Exchange, and no such settlement shall be agreed to without Stream’s prior written consent, which shall not be unreasonably withheld, delayed or conditioned. Stream shall give the Company the opportunity to participate in the defense or settlement of any securityholder litigation against Stream and/or its directors relating to the Exchange, and no such settlement shall be agreed to without the Company’s prior written consent, which shall not be unreasonably withheld, delayed or conditioned.

Notification of Certain Matters. Each Stockholder and the The Company shall give prompt notice to AmPaM upon obtaining knowledge Parent and Purchaser, and Parent and Purchaser shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event the whose occurrence or nonoccurrence of which non-occurrence, as the case may be, would be likely to cause any representation or warranty of the Company or such Stockholder contained herein in this Agreement to be untrue or inaccurate in as if made as of any material respect at or time prior to the Closing and (ii) any material failure of such Stockholder or the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reason; and (iv) the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7Effective Time, such notification shall that the conditions set forth in Annex I or Article VII may not relieve either be satisfied; provided, however, that the Company or such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to this Section 7.6 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 7.7, (ii) modify the conditions set forth in Sections 8 and 9, or (iiia) 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 or (b) cure any breach of, or noncompliance with, any other provision of this Agreement. Furthermore, the Company shall give prompt notice to Parent and Purchaser, and Parent 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 this Agreement, the Merger or the Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or 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, the Surviving Corporation or Parent or the consummation of the Transactions and (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 which relate to this Agreement, the Merger or the Transactions. Without limiting the foregoing, the Company shall keep Parent apprised of all developments (whether beneficial or adverse) with respect to regulatory matters, including on-going remediation and other efforts concerning the FDA or any other Governmental Entity, and any other inquiries, investigations or litigation set forth in the Company Disclosure Letter, including the status thereof and any changes thereto. The Company shall also provide Parent with copies of internal reports, financial data and interim results as prepared in the ordinary course by Company personnel for review by senior management contemporaneously with circulation of such materials to senior management.

Notification of Certain Matters. Each Stockholder and the Company Agribrands shall give prompt notice to AmPaM upon obtaining knowledge Ralcorp if any of the following occurs after the date of this Agreement: (i) the occurrence any notice of, or non-occurrence other communication relating to, a material default or Event which, with notice or lapse of time or both, would become a material default under any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty of the Company or such Stockholder contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and Agribrands Material Contract; (ii) receipt of any material failure notice or other communication in writing from any third party alleging that the Consent of such Stockholder third party is or may be required in connection with the Company transactions contemplated by this Agreement, other than a Consent disclosed pursuant to comply with Section 4.5 or satisfy any covenant, condition 4.6 above or agreement not required to be complied with or satisfied by such person hereunder. AmPaM shall give prompt notice disclosed pursuant 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderterms thereof; (iii) any termination receipt of any Other Agreement for material notice or other communication from any reasonGovernmental Authority (including, but not limited to, the NYSE or any other securities exchange) in connection with the transactions contemplated by this Agreement; and (iv) the issuance by occurrence of an Event which would reasonably be expected to have an Agribrands Material Adverse Effect; (v) the SEC commencement or threat of any Litigation involving or affecting Agribrands or any state securities regulatory authority of Agribrands Subsidiary, or any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations properties or assets, or, to its knowledge, any employee, agent, director or officer of Agribrands or any Agribrands Subsidiary, in his or her capacity as such or as a fiduciary under this Agreement. The delivery a Benefit Plan of any notice Agribrands, which, if pending on the date hereof, would have been required to have been disclosed in or pursuant to this Section 7.6 shall not be deemed Agreement or which relates to (i) modify the representations or warranties hereunder consummation of the party delivering such noticeAgribrands Merger, which modification may only be made or any material development in connection with any Litigation disclosed by Agribrands in or pursuant to Section 7.7this Agreement or the Agribrands Securities Filings; (vi) the occurrence of any Event that would reasonably be expected to cause a breach by Agribrands of any provision of this Agreement, and (iivii) modify the conditions set forth in Sections 8 and 9occurrence of any Event that, or (iii) limit or otherwise affect the remedies available hereunder had it occurred prior to the party receiving such noticedate of this Agreement without any additional disclosure hereunder, would have constituted a breach by Agribrands of any provision of this Agreement.

Notification of Certain Matters. Each Stockholder and Except as prohibited by applicable Law, the Company shall give prompt notice to AmPaM upon obtaining knowledge promptly notify Parent in writing of: (a) any inaccuracy of (i) the occurrence or non-occurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty of the Company contained in this Agreement or such Stockholder contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of such Stockholder or the Company to comply with or satisfy any covenant, condition or agreement covenant to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reason; and (iv) the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to this Section 7.6 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering Agreement such notice, which modification may only be made pursuant to Section 7.7, (ii) modify that the conditions set forth in Sections 8 Article VII hereof would not be satisfied; (b) the failure of the Company to perform in any material respect any obligation to be performed by it under this Agreement; (c) any notice or other communication from any Person alleging that notice to or consent of such Person is required in connection with the Merger or the other transactions contemplated by this Agreement; (d) any notice or other communication from any customer, distributor or reseller to the effect that such customer, distributor or reseller is terminating or otherwise materially adversely modifying its relationship with the Company or any of its Subsidiaries as a result of the Merger or the other transactions contemplated by this Agreement; (e) any material notice or other material communication from any Governmental Authority in connection with the Merger or the other transactions contemplated by this Agreement, and 9a copy of any such notice or communication shall be furnished to Parent, together with the Company's written notice; (f) any filing or notice made by the Company with any Governmental Authority in connection with the Merger or the other transactions contemplated by this Agreement, and a copy of any such filing or notice shall be furnished to Parent together with the Company's written notice; (iiig) limit any actions, suits, claims, investigations or proceedings commenced or, to the Knowledge of the Company, threatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries or that relate to the consummation of the Merger or the other transactions contemplated by this Agreement; and (h) the occurrence of any matters or events that individually or in the aggregate would be reasonably likely to result in any condition to the transactions contemplated hereby and set forth in Article VII hereof not being satisfied; provided, however, that no such notification shall operate as a waiver or otherwise affect any representation, warranty, covenant, agreement or other provision in this Agreement, or the obligations of the Company (or remedies available hereunder with respect thereto) or the conditions to the party receiving such noticeobligations of the Company under this Agreement.

Notification of Certain Matters. Each Stockholder (a) Prior to the Closing Date, LMC and the Company LTVGIA shall give prompt notice to AmPaM upon obtaining knowledge of promptly notify TNCL and NPAL of: (i) any notice or other communication received by LMC or LTVGIA from any Person alleging that the occurrence consent of such Person is or non-occurrence may be required in connection with the Merger; (ii) any notice or other communication from any Governmental Entity received by LMC or LTVGIA in connection with the Merger; (iii) any Legal Proceeding commenced or, to LMC's or LTVGIA's knowledge, threatened against, relating to, involving or otherwise affecting, LTVGIA; (iv) any Legal Proceeding commenced or, to LMC's or LTVGIA's knowledge, threatened against, relating to, involving or otherwise affecting LMC or LTVGIA that relates to the consummation of the Merger; or (v) any event, condition or circumstance of which LMC or LTVGIA has knowledge, that (x) has, or is reasonably likely to have or does have an LTVGIA Material Adverse Effect or (y) is, or is reasonably likely to constitute, a breach of any event the occurrence representation, warranty or nonoccurrence covenant made by such Person, which breach is not capable of which would be likely to cause any representation or warranty of the Company or such Stockholder contained herein to be untrue or inaccurate in any material respect at or being cured prior to the Closing Date. (b) Prior to the Closing Date, TNCL and NPAL shall promptly notify LMC and LTVGIA of: (i) any notice or other communication received by TNCL or NPAL from any Person alleging that the consent of such Person is or may be required in connection with the Merger; (ii) any material failure of such Stockholder notice or other communication from any Governmental Entity received by TNCL or NPAL in connection with the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; Merger; (iii) any termination Legal Proceeding commenced or, to TNCL's or NPAL's knowledge, threatened against, relating to, involving or otherwise affecting TNCL or NPAL or which relates to the consummation of any Other Agreement for any reasonthe Merger; and or (iv) the issuance by the SEC any event, condition or any state securities regulatory authority circumstance of which TNCL or NPAL has knowledge that (x) is reasonably likely to have or does have a TNCL Material Adverse Effect or (y) is, or reasonably likely to constitute, a breach of any issuance representation, warranty or covenant made by such Person, which breach is not capable of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject being cured prior to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to this Section 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 7.7, (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 noticeClosing Date.

Notification of Certain Matters. Each Stockholder The Stockholders' Representative (on behalf of each holder of Company Shares) and the Company shall give prompt notice to AmPaM upon obtaining knowledge Purchaser and Purchaser shall give prompt notice to the Stockholders' Representative and the Company of: (a) the occurrence, or non-occurrence, of (i) any event the occurrence or non-occurrence of any event the occurrence or nonoccurrence of which would be reasonably likely to cause (i) any representation or warranty of the Company or such Stockholder Purchaser, as the case may be, contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing and or (ii) any material failure of such Stockholder or the Company or Purchaser, as the case may be, to fail to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; ; (iiib) any termination the receipt of any Other Agreement for notice or other communication from any reason; and Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby which consent (ivi) relates to a Material Contract or (ii) the issuance by failure to obtain could materially delay the SEC or any state securities regulatory authority consummation of the transactions contemplated hereby; (c) the receipt of any issuance of notice or threatened issuance of other communication from any order challenging Governmental Authority in connection with the availability of an exemption from registration transactions contemplated hereby or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject otherwise material to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder any of their respective obligations under this Agreement. The its Subsidiaries; (d) any Litigation commenced or, to the knowledge of the Company or Purchaser, threatened against, the Company or Purchaser, as the case may be, which seeks to prohibit or prevent consummation of the transactions contemplated hereby; and (e) any information that indicates that any representation or warranty of the Company or Purchaser, as the case may be, contained herein is not reasonably expected to be true and correct in any material respect as of the Closing Date; provided, however, that the delivery of any notice pursuant to this Section 7.6 7.09 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 7.7, (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, shall not be deemed to be an amendment of this Agreement or any Schedule hereto and shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement.

Notification of Certain Matters. Each Stockholder and the The Company shall give prompt notice to AmPaM upon obtaining knowledge Parent of any change or event (i) that has or would reasonably be expected to have a Material Adverse Effect; (ii) that would reasonably be expected to give rise to the occurrence or non-occurrence right of any event third party to terminate, materially modify or assert a right to a material contractual or legal remedy under any Material Contract; (iii) that it believes results or would reasonably be expected to result in a failure of any of the occurrence conditions set forth in Section 6.2; (iv) any communication from any Governmental Entity in connection with the transactions contemplated by this Agreement and any response thereto, or nonoccurrence from any person alleging that the consent of which such person is or may be required in connection with the Merger or the other transactions contemplated by this Agreement, if the subject matter of such communication or the failure of such party to obtain such consent would reasonably be likely expected to cause be material to the Company, the Surviving Corporation or Parent; (v) any representation legal action threatened or warranty commenced against or otherwise affecting the Company or any of the Subsidiaries in connection with the transactions contemplated by this Agreement; or (vi) any correspondence from the SEC staff to the Company or responses of the Company or such Stockholder contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of such Stockholder or the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunderthereto. AmPaM Parent shall give prompt notice to the Company of any change or event (i) that has or would reasonably be expected to have a material adverse effect on the occurrence ability of Parent or non-occurrence of any event Buyer to perform its respective obligations under this Agreement or to consummate the occurrence or non-occurrence of which would be likely to cause any representation or warranty of AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to Merger and the Closing, other transactions contemplated by this Agreement; (ii) any material that it believes results or would reasonably be expected to result in a failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderthe conditions set forth in Section 6.3; (iii) any termination communication from any Government Entity in connection with the transactions contemplated by this Agreement and any response thereto, or from any person alleging that the consent of any Other Agreement for any reasonsuch person is or may be required in connection with the Merger or the other transactions contemplated by this Agreement, 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; and or (iv) any legal action threatened or commenced against or otherwise affecting Parent or Buyer in connection with the issuance transactions contemplated by the SEC or this Agreement and any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreementresponse thereto. The delivery of any notice pursuant to this Section 7.6 5.3, however, 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 7.7, (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. Each Stockholder Between the date hereof and the Company Closing Date, Seller shall give prompt notice in writing to AmPaM upon obtaining knowledge Buyer of: 5.4.1 the occurrence, or failure to occur, of (i) the any event, which occurrence or non-occurrence of any event the occurrence or nonoccurrence of which failure would be likely to cause any representation or and warranty of the Company or such Stockholder Seller contained herein in this Agreement to be untrue or inaccurate at any time between the date hereof and the Closing Date; 5.4.2 any notice or other communication from any Person alleging that the Consent of such Person is or may be required in connection with the Contemplated Transactions; 5.4.3 any material respect at notice or prior other communication from any Governmental Body in connection with the Contemplated Transactions; [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 5.4.4 any actions, suits, claims, investigations or Proceedings commenced or threatened against Seller or relating to or involving or otherwise affecting Seller in each case which relate to the Closing and (ii) consummation of the Contemplated Transactions, the Acquired Assets or the Business; and 5.4.5 any material failure of such Stockholder Seller, or the Company to comply with any officer, director, employee or satisfy any covenantagent thereof, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination . Between the date hereof and the Closing, Seller will notify Buyer of any Other Agreement for any reason; emergency or other change in the normal course of business or in the operation of the Acquired Assets or the conduct of the Business, each as currently conducted, and (iv) the issuance by the SEC or any state securities regulatory authority of any issuance governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated) or adjudicatory Proceedings involving any Acquired Assets or the conduct of or threatened issuance the Business and will keep Buyer fully informed of such events and, if permitted by applicable Legal Requirements, will provide Representatives of Buyer access to all materials prepared in connection therewith. The giving of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations notice under this Agreement. The delivery of any notice pursuant to this Section 7.6 5.4 shall not be deemed to (i) in no way change or modify the representations or and warranties hereunder of the party delivering such noticeParties, which modification may only be made pursuant to Section 7.7, (ii) modify or the conditions set forth in Sections 8 and 9to the obligations of the Parties, or (iii) limit contained herein or otherwise affect the remedies available hereunder to the party receiving such noticeParties hereunder.

Notification of Certain Matters. Each Stockholder and the (a) The Company shall give prompt notice to AmPaM upon obtaining knowledge of (i) the occurrence or non-occurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty of the Company or such Stockholder contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Parent and (ii) any material failure of such Stockholder or the Company to comply with or satisfy any covenantSub, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM and Parent and Sub shall give prompt notice to the Company and the Special Committee, of (ix) 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 AmPaM such party contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing, Effective Time and (iiy) any material failure of AmPaM the Company, Parent or Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reason; and (iv) provided, however, that the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to this Section 7.6 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 7.7, (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. (b) The Company also shall give prompt notice to Parent, and Parent or Sub shall give prompt notice to the Company and the Special Committee, of: (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the transactions contemplated by this Agreement; (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement; (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge, threatened against, relating to or involving or otherwise affecting it or any of its Subsidiaries or which relate to the consummation of the transactions contemplated by this Agreement; and (iv) any occurrence of any event having, or which would reasonably be expected to result in a Material Adverse Effect or a material adverse effect on the ability of such party to perform its obligations under this Agreement or consummate the transactions contemplated hereby. (c) Parent and Sub shall give prompt notice to the Company and the Special Committee of any material development with respect to the Financing described in the Financing Letters that would reasonably be expected to result in (i) the conditions precedent to the Financing described in the Financing Letters not being satisfied, or

Notification of Certain Matters. (a) From time to time prior to the Initial Closing, the Parties shall promptly supplement or amend the Guarantors Disclosure Schedule or the Purchaser Disclosure Schedule, as applicable, with respect to any matter arising after the delivery thereof pursuant hereto that, if existing at, or occurring on, the date of this Agreement, would have been required to be set forth or described in the Guarantors Disclosure Schedule or the Purchaser Disclosure Schedule, as applicable. No supplement to or amendment of the Guarantors Disclosure Schedule or the Purchaser Disclosure Schedule, as applicable, made after the execution hereof pursuant to this section or otherwise shall be deemed to cure any breach of any representation of or warranty made pursuant to this Agreement. (b) Each Stockholder and the Company Party shall give prompt notice to AmPaM upon obtaining knowledge the other Party promptly after becoming aware of (i) the occurrence or non-occurrence of any event the whose occurrence or nonoccurrence of which non-occurrence would be likely to cause either (A) any representation or warranty of the Company or such Stockholder 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 Initial Closing Date or (B) any condition set forth in ARTICLE VII to be unsatisfied in any material respect at any time from the date hereof to the Initial Closing Date and (ii) any material failure of such Stockholder the Initial Sellers, or the Company, Company Subsidiaries, or any of their respective officers, directors, employees or agents thereof on the one hand, or any material failure of Purchaser, Purchaser Subsidiaries, or any of their respective officers, directors, employees or agents thereof on the other hand, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM shall give prompt notice to the Company of ; provided, however, that (ix) 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reason; and (iv) the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to this Section 7.6 section 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 7.7, (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 and (y) the failure to give such notice shall not be required from and after the time the Party to whom such notice is to be given has actual knowledge of the information required to be included in such notice.

Notification of Certain Matters. Each Stockholder of Gart and the Company shall give prompt notice to AmPaM upon obtaining knowledge the other of: (a) any notice of, or other communication relating to, a default or event that, with notice or 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 Contract material to the financial condition, properties, business or results of operations of such party taken as a whole to which such party, or any Subsidiary of such party, is a party or is subject; and (ib) any material adverse change in the occurrence condition (financial or non-other), properties, assets, business, results of operations or prospects of it and its Subsidiaries taken as a whole, or the occurrence of any event that, so far as reasonably can be foreseen at the occurrence or nonoccurrence time of which would be its occurrence, is reasonably likely to cause result in any such change. Each of Gart and the Company shall give prompt notice to the other party of 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 hereby. In the event that, at any time prior to the Closing, the Company becomes aware of any matter that, if existing or known as of the date hereof, would have been required to be set forth or described in the Company Disclosure Schedule or would otherwise have rendered any representation or warranty of the Company or any of its Subsidiaries set forth herein false, the Company shall promptly provide written notice of such Stockholder contained herein matters to be untrue or inaccurate in Gart. In the event that, at any material respect at or time prior to the Closing and (ii) Closing, Gart becomes aware of any material failure matter that, if existing or known as of such Stockholder or the Company to comply with or satisfy any covenantdate hereof, condition or agreement would have been required to be complied with set forth or satisfied by such person hereunder. AmPaM shall give prompt notice to described in the Company of (i) the occurrence Gart Disclosure Schedule or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause otherwise have rendered any representation or warranty of AmPaM contained Gart or any of its Subsidiaries set forth herein to be untrue or inaccurate in any material respect at or prior false, Gart shall promptly provide written notice of such matters to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reason; and (iv) the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdictionCompany. However, subject to the provisions of Section 7.7, no such notification shall not relieve either the Company or such Stockholder of their respective obligations notice provided under this Agreement. The delivery of any notice pursuant to this Section 7.6 7.16 shall not be deemed to (i) modify the representations cure any breach of any representation or warranties hereunder warranty made herein, whether for purposes of the party delivering such notice, which modification may only be made pursuant to Section 7.7, (ii) modify determining whether or not the conditions set forth in Sections Article 8 and 9, have been satisfied or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such noticeotherwise.

Notification of Certain Matters. Each Stockholder and the (a) The Company shall give prompt notice to AmPaM upon obtaining knowledge Parent, and Parent shall give prompt notice to the Company, of (i) any notice or other communication received by such party from any Governmental Authority in connection with the occurrence Transactions or non-occurrence 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, the Surviving Corporation or Parent and (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. (b) Between the date hereof and the Effective Time, Parent will confer in good faith on a regular basis with one or more representatives of the Company designated to Parent regarding satisfaction of the conditions to Closing set forth in Article VI of this Agreement. Parent acknowledges that the Company does not and will not waive any rights it may have under this Agreement as a result of such consultations. If any event or matter arises after the date of this Agreement which, if existing or occurring at the date of this Agreement, (i) would have been required to be set forth or described by the Company in the Company Disclosure Schedule or (ii) would have caused a representation or warranty in Article III or Article IV hereof, as applicable, to be violated as of such date, then the Company or Parent, as applicable, shall, for informational purposes only, deliver to Parent or the Company, as applicable, updated disclosures to reflect such event or matter as of the Effective Time (except that with respect to Section 3.7, the IRS audit disclosed on Section 3.10 of the Company Disclosure Schedule or any notification from a Governmental Authority with respect to federal licensing matters, then the Company shall, for informational purposes only, deliver to Parent updated disclosures to reflect such event or matter on or before the first business day following the tenth day after the end of each month prior to the Effective Time and at the Effective Time); provided, however, that such supplemental disclosure shall not be required to disclose any such event or matter and the Company Disclosure Schedule shall not be required to be updated with respect to representations or warranties that are expressly made as of a specific date. Notwithstanding anything to the contrary in this Section 5.7(b), the receipt or acceptance by Parent of any event the occurrence updated Company Disclosure Schedule shall not constitute a waiver of any inaccuracies or nonoccurrence breaches of which would be likely to cause any representation or warranty made or to be made by the Company, shall not be deemed disclosed for purposes of determining satisfaction of the Company or such Stockholder condition contained herein in Section 6.2(a), and shall not prevent Parent from terminating this Agreement pursuant to be untrue or inaccurate in Section 7.1(c)(i) at any material respect time at or prior to the Closing and Date in accordance with the terms of this Agreement. (iic) If any material failure event or matter arises after the date of this Agreement that has had, or would reasonably be expected to have, a Material Adverse Effect, the Company shall promptly after becoming aware of such Stockholder event or matter communicate the Company occurrence of such event or matter to comply with Parent and in any event shall communicate such event or satisfy any covenant, condition matter to Parent in writing within five days of first becoming aware of such event or agreement to be complied with or satisfied by such person hereundermatter. AmPaM shall give prompt notice Notwithstanding anything to the Company of (i) contrary in this Section 5.7(c), the occurrence receipt or non-occurrence acceptance by Parent of any event the occurrence such communication shall not constitute a waiver of any inaccuracies or non-occurrence breaches of which would be likely to cause any representation or warranty of AmPaM contained herein made or to be untrue or inaccurate made by the Company, shall not be deemed disclosed for purposes of determining satisfaction of the condition contained in Section 6.2(a), and shall not prevent Parent from terminating this Agreement pursuant to Section 7.1(c)(i) at any material respect time at or prior to the Closing, (ii) any material failure Closing Date in accordance with the terms of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reason; and (iv) the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery Company shall use reasonable best efforts to promptly furnish to Parent notification of any notice pursuant to this Section 7.6 shall not be deemed to (i) modify the representations pending or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.7, (ii) modify the conditions set forth in Sections 8 and 9, threatened bankruptcy or (iii) limit or otherwise affect the remedies available hereunder similar proceeding known to the Company involving any party receiving such noticeto any Material Contract.

Notification of Certain Matters. Each Stockholder (a) The Company and Parent shall promptly notify each other of (a) any notice or other communication received by such party from any Governmental Entity in connection with the Company shall give prompt transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby, (b) any other notice or communication from any Governmental Entity in connection with the transactions contemplated hereby, (c) any Action commenced or, to AmPaM upon obtaining knowledge 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 contemplated hereby or (d) any change, condition or event (i) the occurrence that renders or non-occurrence of any event the occurrence or nonoccurrence of which would reasonably be likely to cause render any representation or warranty of the Company or such Stockholder party set forth in this Agreement (disregarding any materiality qualification contained herein therein) to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) that results or would reasonably be likely to result in any material failure of such Stockholder or the Company party to comply with or satisfy in any material respect any covenant, condition or agreement (including any of the Offer Conditions) to be complied with or satisfied by hereunder; provided, however, that no such person hereunder. AmPaM notification shall give prompt notice affect any of the representations, warranties, covenants, rights or remedies, or the conditions to the obligations of, the parties hereunder. (b) In furtherance of and not in limitation of any other provision of this Agreement, to the extent permitted by applicable Law, the Company will keep Parent informed on a current basis of any developments concerning Apraglutide and any material developments concerning any other Products (including the occurrence of any adverse event concerning Apraglutide and any serious adverse event concerning any other Products), meetings (including videoconferences or calls), conferences, discussions or negotiations relating to the Products (including in relation to any clinical trial relating to a Product). Without limiting the generality of the foregoing, to the extent permitted by applicable Law, the Company will (i) the occurrence or non-occurrence (A) promptly inform Parent of any event meetings concerning Apraglutide and any material meetings concerning any other Products (including videoconferences or calls), conferences, filings, submissions, discussions, negotiations, correspondence or other activities or communications made by or on behalf of the occurrence Company or non-occurrence any of which would be likely its Subsidiaries or any of their respective contract manufacturing organizations, contract research organizations or other Collaboration Partners to, between or with the FDA, the European Medicines Agency (“EMA”) or any other Governmental Entity performing functions similar to cause those performed by the FDA or EMA relating to any representation Product and (B) with respect to activities or warranty communications relating to or concerning Apraglutide, not carry out or agree to carry out any of AmPaM contained herein the foregoing activities or communications without prior consultation with Parent (and consider in good faith the views and comments of Parent in connection with, and reasonably in advance of, any such activity or communication, and, to be untrue or inaccurate the extent requested by Parent to participate in any material respect at such activity or prior to the Closingcommunication), (ii) any material failure of AmPaM to comply promptly furnish Parent with or satisfy any covenantall such filings, condition or agreement to be complied with or satisfied by it hereunder; submissions, and written correspondence and communications, and (iii) any termination of any Other Agreement for any reason; and (ivA) without limiting the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to this Section 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 7.7, (ii) modify the conditions restrictions set forth in Sections 8 ‎Section 4.2, promptly inform Parent of any change to any study protocol concerning Apraglutide and 9any material change to any study protocol concerning any other Products, adding any new trial, making any change to a manufacturing plan or process concerning Apraglutide or any material change to a manufacturing plan or process concerning any other Products, making any change to a development timeline or plan concerning Apraglutide or any material change to a development timeline or plan concerning any other Products, or initiating or making any change to Apraglutide or any material change to any other Product and (iiiB) limit with respect to changes relating to or otherwise affect concerning Apraglutide, shall not carry out or agree to carry out any such change without prior consultation with Parent (and consider in good faith the remedies available hereunder to the party receiving views and comments of Parent in connection with, and reasonably in advance of, any such noticechange).

Notification of Certain Matters. Each Stockholder and the The Company shall give prompt notice to AmPaM Parent, and Parent shall give prompt notice to the Company, upon obtaining knowledge of (i) any notice or other communication received by such party from any Governmental Entity in connection with this Agreement, the occurrence Merger or non-occurrence of the transactions contemplated hereby, or from any event person alleging that the occurrence or nonoccurrence of which would be likely to cause any representation or warranty of the Company or such Stockholder contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure Consent of such Stockholder person is or may be required in connection with the Merger or the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closingtransactions contemplated hereby, (ii) any material failure Actions commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of AmPaM its Subsidiaries which relate to comply with this Agreement, the Merger or satisfy any covenantthe transactions contemplated hereby, condition or agreement to be complied with or satisfied by it hereunder; and (iii) any termination fact, event or circumstance known to it that (a) in the case of the Company, individually or taken together with all other facts, events and circumstances known to it, has had, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (b) would cause or constitute, or would reasonably be expected to cause or constitute, a breach in any material respect of any Other Agreement for any reason; and such party’s representations, warranties, covenants or agreements contained herein, (ivc) would cause or would reasonably be expected to cause, the issuance by the SEC or any state securities regulatory authority failure of any issuance of condition precedent to Parent’s or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective Company’s obligations under this Agreement. The , or (d) would reasonably be expected to prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; provided, however, that (x) the delivery of any notice pursuant to this Section 7.6 6.6 shall not limit or otherwise affect any remedies available to Parent or the Company, as applicable, or prevent or cure any misrepresentations, breach of warranty or breach of covenant or the conditions to the obligations of the parties under this Agreement, (y) disclosure by the Company or Parent shall not be deemed to amend or supplement the Company Disclosure Letter or constitute an exception to any representation or warranty except to the extent expressly agreed by Parent and the Company, and (iz) modify no disclosure hereunder shall be deemed to be an admission to the representations or warranties hereunder of the other party delivering such notice, which modification may only be made pursuant to Section 7.7, (ii) modify the conditions that any condition set forth in Sections 8 and 9, ARTICLE VII has not been fulfilled. This Section 6.6 shall not constitute a covenant or (iiiagreement for purposes of Section 7.2(b) limit or otherwise affect the remedies available hereunder to the party receiving such noticeSection 7.3(b).

Notification of Certain Matters. Each Stockholder and the Company (a) Seller shall give prompt notice to AmPaM upon obtaining knowledge Buyer, and Buyer shall give prompt notice to Seller, of (i) the occurrence or non-occurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty of the Company or such Stockholder contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of such Stockholder or the Company to comply with or satisfy any covenantfact, condition or agreement to be complied with event of which Seller has Knowledge or satisfied by such person hereunder. AmPaM shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event which Buyer has Knowledge, as applicable, the occurrence or non-occurrence of which would be likely to cause result in any representation or warranty of AmPaM contained herein to be in this Agreement being untrue or inaccurate in any material respect at (or, in the case of any representation or prior to warranty qualified by its terms by materiality (including the Closingwords “material” or “Material Adverse Effect”), (iithen untrue or inaccurate in any respect) had such representation or warranty been made as of the time of occurrence or discovery of such fact, condition or event and any material failure of AmPaM Seller or Buyer, as the case may be, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reason; and (iv) provided, however, that the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to this Section 7.6 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 7.7, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party Party receiving such notice, including the right to indemnification. (b) Each of Buyer and Seller shall give prompt notice to the other Party of (i) any notice or other communication from any Person alleging that the Approval of such Person is or may be required in connection with this Agreement or the Contemplated Transactions, (ii) any notice, document, request, court papers or other communication from any Governmental Authority or other third party in connection with this Agreement or the Contemplated Transactions, (iii) any Claim relating to or involving or otherwise affecting such Party that relates to this Agreement or the Contemplated Transactions, or (iv) any fact, event, change, development, circumstance, condition or effect that such Party has determined would reasonably be expected to delay or impede the ability of such Party to consummate the Contemplated Transactions or to fulfill their respective obligations set forth herein or therein. (c) Seller shall give prompt notice to Buyer of (i) the occurrence of a default, breach or violation or event that, with notice or lapse of time or both, would become a default, breach or violation under any Material Contract of the Company, (ii) any fact, event, change, development, circumstance, condition or effect that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, and (iii) any of its representations or warranties contained herein failing to be true and correct in all material respects (or, in the case of any representation or warranty qualified by its terms by materiality (including the words “material” or “Material Adverse Effect”), failure to be true or accurate in any respect). (d) Seller shall give any notices to third parties, and use commercially reasonable efforts to obtain any Approvals from third parties, (i) necessary to consummate the Contemplated Transactions (including but not limited to those Approvals set forth on Sections 4.5(a) and 4.5(b) of the Seller Disclosure Schedule), and (ii) otherwise required under any Contracts in connection with the consummation of the Contemplated Transactions. If Seller shall fail to obtain any such Approval from a third party, Seller shall use its commercially reasonable efforts to take such actions as are reasonably requested by Buyer (and Buyer agrees to cooperate therewith as reasonably requested) to limit the adverse effect upon Seller and Buyer, their respective Subsidiaries and Affiliates, and their respective businesses resulting, or which would result after the Closing, from the failure to obtain such consent. Notwithstanding the foregoing, Seller and Buyer shall cooperate with each other and shall use commercially reasonable efforts to have the guarantee described in Section 6.6(d) of the Seller Disclosure Schedule released prior to the Closing.

Notification of Certain Matters. Each Stockholder and the Company shall give prompt notice to AmPaM upon obtaining knowledge of (i) the occurrence or non-occurrence A. BFST will promptly notify PBI in writing if it becomes aware of any event the occurrence fact or nonoccurrence of which would condition that makes or shows to be likely to cause untrue any representation or warranty made by BFST in, or any information disclosed on the Schedules provided to PBI by BFST under, this Agreement; reasonably would be expected to cause or constitute a breach of, of failure to comply with, any of the Company covenants or such Stockholder agreements of BFST contained herein in this Agreement; or reasonably would be expected to be untrue give rise, individually or inaccurate in any material respect at or prior the aggregate, to the Closing and (ii) any material failure of such Stockholder or the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM shall give prompt notice to the Company of (i) the occurrence or non-occurrence occur of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, closing condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reason; and (iv) the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to No information received by PBI under this Section 7.6 7.12A will affect or be deemed to modify or waive any representation, warranty, covenant or agreement of BFST in this Agreement, any Schedules delivered in accordance with this Agreement, any condition to PBI’s obligation to consummate the Merger or any remedies available to PBI under this Agreement; provided, that any failure to give notice in accordance with the foregoing shall not be deemed to (i) modify constitute a violation of this Section 7.12A or the representations failure of any condition set forth in Section 8.01 or warranties hereunder Section 8.03 to be satisfied, or otherwise constitute a breach of the party delivering this Agreement by BFST failing to give such notice, which modification may only be made pursuant to Section 7.7, (ii) modify in each case unless the underlying breach would independently result in a failure of the conditions set forth in Sections 8 and 9Section 8.01 or Section 8.03 to be satisfied. B. PBI will promptly notify BFST in writing if it becomes aware of any fact or condition that makes or shows to be untrue any representation or warranty made by PBI in, or (iii) limit any information disclosed on the Schedules provided to BFST by PBI under, this Agreement; reasonably would be expected to cause or constitute a breach of, or failure to comply with, any of the covenants or agreements of PBI contained in this Agreement; or reasonably would be expected to give rise, individually or in the aggregate, to the failure to occur of any closing condition under this Agreement. No information received by BFST under this Section 7.12B will affect or be deemed to modify or waive any representation, warranty, covenant or agreement of PBI in this Agreement, any Schedules delivered in accordance with this Agreement, any condition to BFST’s obligation to consummate the Merger or any remedies available to BFST under this Agreement; provided, that any failure to give notice in accordance with the foregoing shall not be deemed to constitute a violation of this Section 7.12B or the failure of any condition set forth in Section 8.01 or Section 8.02 to be satisfied, or otherwise affect the remedies available hereunder constitute a breach of this Agreement by PBI failing to the party receiving give such notice, in each case unless the underlying breach would independently result in a failure of the conditions set forth in Section 8.01 or Section 8.02 to be satisfied.

Notification of Certain Matters. Each Stockholder and the The Company shall give prompt notice to AmPaM upon obtaining knowledge Purchaser if any of the following occur after the date of this Agreement: (i) the occurrence or non-occurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty there has been a material failure of the Company or such Stockholder contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of such Stockholder or the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM its representatives to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or them hereunder; (ii) receipt Table of Contents of any notice or other communication in writing from any Person alleging that the Consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) any termination receipt of any Other Agreement for material notice or other communication from any reasonGovernmental Authority (including, but not limited to, the NASD or any securities exchange) in connection with the transactions contemplated by this Agreement; and (iv) the issuance by occurrence of an event which would reasonably be expected to have a Material Adverse Effect or that would otherwise reasonably be expected to cause a condition in Article VII or Annex A not to be satisfied; or (v) a material allegation of breach or non-performance or material dispute with regard to payment, under any Material Contract; (vi) the SEC denial of any material insurance coverage, or reservation of rights with respect to a material claim; (vii) refusal to issue or replace any material surety bond or performance bond or any state securities regulatory authority material surety bond or performance bond facility; (viii) any material claim, dispute or controversy with any Material Customer or any Material Supplier, or any notice from any Material Customer or any Material Supplier that such Material Customer or Material Supplier, as the case may be, intends to terminate or materially reduce its business with any Business Unit or (ix) the commencement or receipt of a threat in writing of any issuance of Litigation involving or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either affecting the Company or such Stockholder any of its Subsidiaries, or any of their respective obligations under properties or assets, or, to the Knowledge of the Company, any employee, agent, director or officer, in his or her capacity as such, of the Company or any of its Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed in this AgreementAgreement or which relates to the consummation of the Offer or the Merger. The delivery of any No such notice pursuant to this Section 7.6 Purchaser shall not be deemed to (i) modify the representations or warranties hereunder constitute an amendment of the party delivering such notice, which modification may only be made pursuant Disclosure Letter or to Section 7.7, (ii) modify have any effect on the determination of whether or not any of the conditions set forth in Sections 8 and 9, to Closing or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such noticeconsummation of the Offer have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached.

Notification of Certain Matters. Each Stockholder (a) Subject to applicable Law and the instructions of any Governmental Authority, each of the Company and Parent shall keep the other reasonably apprised of the status of matters relating to completion of the Transactions, including (subject to any confidentiality obligations) promptly furnishing the other with copies of notices or other communications received by Parent or the Company, as the case may be, or any of their Subsidiaries or Representatives, from any Governmental Authority with respect to the Transactions. (b) The Company shall give prompt notice to AmPaM upon obtaining knowledge Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence Company or Parent, as the case may be, becoming aware that any representation or warranty made by it in this Agreement or any Ancillary Agreement is untrue or inaccurate in any material respect, (ii) the Company or Parent, as the case may be, shall become aware of the occurrence, or non-occurrence occurrence, of any event the occurrence occurrence, or nonoccurrence non-occurrence, of which would reasonably could be likely expected to cause any representation or warranty of the Company contained in this Agreement or such Stockholder contained herein any Ancillary Agreement to be untrue or inaccurate in any material respect at or prior to the Closing and respect, (iiiii) any material failure of such Stockholder the Company, Parent or Merger Sub, as the Company case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reason; and , (iv) any notice or other communication from any person alleging that the issuance by consent of such person is required in connection with the SEC or any state securities regulatory authority consummation of any issuance of or threatened issuance of the Transactions, and (v) any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject change to the provisions number of Company Securities issued and outstanding as set forth in Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under 3.07 which results from anything other than actions specifically permitted by this Agreement. The ; provided, however, that the delivery of any notice pursuant to this Section 7.6 6.04 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 7.7, (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, and provided further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 6.04(b). (c) The Company shall promptly advise Parent orally and in writing of (i) any change or event that has or could reasonably be expected to have a Company Material Adverse Effect and (ii) any change or event that has or could reasonably be expected to cause any of the conditions to Closing set forth in Article VII not to be satisfied by the Outside Date; provided, however, that the delivery of any notice pursuant to this Section 6.04(c) shall not limit or otherwise affect the Company’s representations and warranties in Article III, any covenant of the Company in this Agreement or any remedies available hereunder to Parent. (d) Each Party shall promptly advise the other Parties of any Legal Proceedings commenced after the Effective Date or threatened against such Party or any of its directors, officers, employees (in their capacity as such) or Affiliates by any Person, and shall keep the other Parties reasonably informed regarding any such Legal Proceedings. The Company shall promptly notify the other Parties of any Legal Proceeding that may be threatened or asserted in writing, brought, or commenced against the Company, that would have been listed in Section 3.23 of the Company Disclosure Schedules, if such Legal Proceeding, had arisen prior to the Effective Date. The Company agrees that it shall not settle, compromise or come to an arrangement regarding, or make an offer or agree to settle, compromise or come to an arrangement regarding, any such Legal Proceedings commenced against the Company, any Company Subsidiary or any director, officer or employee thereof without the prior written consent of Parent which shall not be unreasonably withheld or delayed. After receipt of the Company Shareholder Approval, the Company shall cooperate with Parent and, if requested by Parent, use its reasonable commercial efforts to settle, compromise or come to an arrangement regarding any unresolved Legal Proceedings in accordance with Parent’s direction.

Notification of Certain Matters. Each Stockholder (a) Between the date hereof and the Company shall give prompt notice to AmPaM upon obtaining knowledge of (i) the occurrence or non-occurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty of Effective Time, the Company will confer in good faith on a regular basis with one or such Stockholder contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure more representatives of such Stockholder or the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM shall give prompt notice Parent designated to the Company regarding satisfaction of (i) the occurrence or non-occurrence conditions to Closing set forth in Article VI of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reason; and (iv) the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The Company acknowledges that Parent does not and will not waive any rights it may have under this Agreement as a result of such consultations. (b) Between the date hereof and the Effective Time, Parent will confer in good faith on a regular basis with one or more representatives of the Company designated to Parent regarding satisfaction of the conditions to Closing set forth in Article VI of this Agreement. Parent acknowledges that the Company does not and will not waive any rights it may have under this Agreement as a result of such consultations. (c) If any event or matter arises after the date of this Agreement which, if existing or occurring at the date of this Agreement, (i) would have been required to be set forth or described by the Company in the Company Disclosure Letter or by Parent in the Parent Disclosure Letter or (ii) would have caused a representation or warranty in Article III or Article IV hereof, as applicable, to be violated as of such date, then the Company or Parent, as applicable, shall, for informational purposes only, deliver to Parent or the Company, as applicable, the Company Disclosure Letter or the Parent Disclosure Letter, as applicable, updated to reflect such event or matter on or before the first business day following the 45th day after the end of each fiscal quarter prior to the Effective Time and at the Effective Time (the last such delivery being made as of any notice pursuant to this Section 7.6 the Effective Time); provided, however, that such supplemental disclosure shall not be deemed required to (i) modify disclose any such event or matter, and the Company Disclosure Letter or the Parent Disclosure Letter, as applicable, shall not be required to be updated, in either case, with respect to representations or warranties hereunder that are expressly made as of a specific date. Notwithstanding the foregoing, if any event or matter arises after the date of this Agreement that has had, or would reasonably be expected to have, a Company Material Adverse Effect or a Parent Material Adverse Effect, the Company or Parent, as applicable, shall promptly after becoming aware of such event or matter communicate the occurrence of such event or matter to Parent or the Company, as applicable, and in any event shall communicate such event or matter to the Company or Parent, as applicable, in writing within ten days of such party's first becoming aware of such event or matter. The Company shall use reasonable best efforts to furnish to Parent within thirty days following the end of each calendar month notification of any pending or threatened bankruptcy or similar proceeding known to the Company involving any party delivering such notice, which modification may only be made pursuant to any Company Material Contract. Parent shall use reasonable best efforts to furnish to the Company within thirty days following the end of each calendar month notification of any pending or threatened bankruptcy or similar proceeding known to Parent involving any party to any Parent Material Contract. Failure to comply with this Section 7.7, (ii5.4(c) modify shall not result in a failure by the Company to satisfy the conditions set forth in Sections 8 and 9, 6.2(b) or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.6.2

Notification of Certain Matters. (a) Each Stockholder and the Company party to this Agreement shall give prompt notice to AmPaM upon obtaining knowledge the other parties of (i) the occurrence occurrence, or non-occurrence failure to occur, of any event the occurrence or nonoccurrence existence of which would any condition that has caused or could reasonably be likely expected to cause any representation of its representations or warranty of the Company or such Stockholder warranties contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior any time after the date of this Agreement, up to and including the Closing Date, and (ii) any material failure of such Stockholder or the Company on its part to comply with or satisfy any covenantsatisfy, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closingrespect, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reason; and (iv) the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant In connection with the Closing, the Company and Buyer will promptly supplement or amend the various Schedules to this Section 7.6 shall not Agreement to reflect any matter which, if existing, occurring or known at the date of this Agreement, would have been required to be deemed set forth or described in such Schedules or which is necessary to (i) modify the representations or warranties hereunder of the party delivering correct any information in such noticeSchedules, which modification may only be made pursuant was or has been rendered inaccurate thereby. No such supplement or amendment to Section 7.7, (ii) modify the Schedules shall have any effect for the purpose of determining satisfaction of the conditions set forth in Sections 8 Article VII hereof, the accuracy when made or deemed made of any representations and 9warranties hereunder, or the compliance by any party hereto with its covenants and agreements set forth herein, or for purposes of determining any party's indemnification obligations pursuant to Article VIII hereof. (iiib) limit or otherwise affect During the remedies available hereunder period from the date of this Agreement to the Closing Date, the Company will cause one or more of its designated representatives to periodically confer with representatives of Buyer and to report the general status of the ongoing operations of the Company and Optima. The Company will promptly notify Buyer of any material change in the conduct of its business, or Optima's business, in its relationship to third party receiving such notice.sales, distribution and servicing organizations and personnel in the operation of the properties or assets of the Company or Optima, and of any complaints, investigations, inquiries, examinations or hearings (or communications indicating that the same may be contemplated) of any Governmental #297907 -30-

Notification of Certain Matters. Each Stockholder (a) From and after the date of this Agreement until the earlier to occur of the Effective Time or termination of this Agreement in accordance with its terms, the Company shall give prompt notice to AmPaM upon obtaining knowledge of (i) the occurrence or non-occurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty of the Company or such Stockholder contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Parent, and (ii) any material failure of such Stockholder or the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM Parent shall give prompt notice to the Company Company, of (i) the occurrence occurrence, or non-occurrence occurrence, of any event the occurrence or non-occurrence of which would reasonably be likely expected to cause any representation or warranty condition to the obligation of AmPaM contained herein any Party to effect the transactions contemplated hereby not to be untrue or inaccurate in any material respect at or prior to the Closingsatisfied, (ii) any material failure of AmPaM the Company, Parent or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; under this Agreement which would reasonably be expected to cause any condition to the obligation of any Party to effect the transactions contemplated hereby not to be satisfied, and (iii) any termination the occurrence, or non-occurrence, of any Other Agreement for event the occurrence or non-occurrence of which would cause any reason; and (iv) the issuance by the SEC representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any state securities regulatory authority representation or warranty of any issuance of such Party not so qualified, to be untrue or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale inaccurate in any jurisdiction. Howevermaterial respect, subject at or prior to the provisions of Section 7.7, such notification shall not relieve either Effective Time; provided that the Company or such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to this Section 7.6 6.8 (Notification of Certain Matters) 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 7.7, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party Party receiving such notice. (b) From and after the date of this Agreement until the earlier to occur of the Effective Time or termination of this Agreement in accordance with its terms, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any written notice or other written communication from any Governmental Entity in connection with the transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby and (ii) any Proceeding commenced or, to the Company's Knowledge or Parent' Knowledge, as the case may be, threatened in writing, relating to or involving or otherwise affecting it or any of its Subsidiaries and Affiliates which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Article III (Representations and Warranties of the Company) or Article IV (Representations and Warranties of Parent and Merger Sub), as applicable, or which relates to the consummation of the transactions contemplated hereby.

Notification of Certain Matters. Each Stockholder and the (a) The Company shall give prompt notice to AmPaM upon obtaining knowledge Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event event, the occurrence or nonoccurrence non-occurrence of which would be likely to cause which, results in any representation or warranty of the Company or such Stockholder 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 or Material Adverse Effect, then untrue or inaccurate in any respect) and (ii) any material failure of such Stockholder the Company, Parent or Merger Sub, as the Company case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reason; and (iv) provided, however, that the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to this Section 7.6 6.3 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 7.7, (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. (b) Each of the Company and Parent shall give prompt notice to the other of (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the Merger, (ii) any notice or other communication from any Governmental Authority in connection with the Merger, (iii) any Litigation, relating to or involving or otherwise affecting the Company the Affiliated Entities or the Parent that relates to the consummation of the Merger, (iv) the occurrence of a default or event that, with notice or lapse of time or both, will become a default under any contract which is material to Parent or any Material Agreement of the Company, and (v) any change that is reasonably likely to have a Material Adverse Effect on the Company or Parent or is likely to delay or impede the ability of either Parent or the Company to consummate the transactions contemplated by this Agreement or to fulfill their respective obligations set forth herein. (c) Each of the Company and Parent shall give any notices to third Persons, and use all reasonable efforts to obtain any consents from third Persons (i) necessary, proper or advisable to consummate the transactions contemplated by this Agreement, (ii) otherwise required under any contracts, licenses, leases or other agreements in connection with the consummation of the transactions contemplated hereby, or (iii) required to prevent a Material Adverse Effect on the Company or Parent from occurring. If any party shall fail to obtain any such consent from a third Person, such party shall use all reasonable efforts, and will take any such actions reasonably requested by the other parties, to limit the adverse effect upon the Company and Parent and their respective businesses resulting, or which would result after the Effective Time, from the failure to obtain such consent.

Notification of Certain Matters. Each Stockholder and the (a) The Company shall give prompt notice to AmPaM upon obtaining knowledge promptly notify Parent of (i) any written notice or other communication received by any of the occurrence Company or non-occurrence its Subsidiaries from any Person alleging that the consent of such Person is or may be required in connection with the Transactions, if the failure to obtain such consent would have a Company Material Adverse Effect or reasonably be expected to materially impede or delay the consummation of the Transactions; (ii) any event Proceeding commenced or, to the occurrence Company’s Knowledge, threatened that may materially impede or nonoccurrence delay the consummation of which would be likely to cause the Transactions, or that make allegations that, if true, would, individually or in the aggregate, result in a Company Material Adverse Effect; (iii) any inaccuracy of any representation or warranty of the Company or such Stockholder contained herein at any time during the term hereof of which the Company obtains Knowledge if such inaccuracy would reasonably be expected to cause any of the conditions set forth in clause (B)(2) of Annex A to fail to be untrue or inaccurate in any material respect satisfied at or prior to the Closing Expiration Time; and (iiiv) any material failure of such Stockholder or the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; (iii) any termination hereunder of any Other Agreement for any reason; and (iv) the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either which the Company or obtains Knowledge if such Stockholder failure would reasonably be expected to cause the condition set forth in clause (B)(3) of their respective obligations under this AgreementAnnex A to fail to be satisfied at the Expiration Time. The delivery of any notice pursuant to this Section 7.6 6.17(a) shall not affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the Offer or the remedies available to Parent and Merger Sub hereunder. (b) Parent shall promptly notify the Company of (i) modify any written notice or other communication received by Parent or Merger Sub from any Person alleging that the representations consent of such Person is or warranties hereunder may be required in connection with the Transactions, if the failure to obtain such consent would have a Parent Material Adverse Effect or reasonably be expected to materially impede or delay the consummation of the party delivering such notice, which modification may only be made pursuant to Section 7.7, Transactions; (ii) any Proceeding commenced or, to Parent’s Knowledge, threatened that may materially impede or delay the consummation of the Transactions; (iii) any inaccuracy of any representation or warranty of Parent or Merger Sub contained herein at any time during the term hereof of which Parent obtains Knowledge if such inaccuracy would reasonably be expected to materially impede or delay Parent and Merger Sub’s ability to consummate the Transactions; and (iv) any failure of either Parent or Merger Sub to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder of which Parent obtains Knowledge if such failure would reasonably be expected to materially impede or delay Parent and Merger Sub’s ability to consummate the Transactions. The delivery of any notice pursuant to this Section 6.17(b) shall not affect or be deemed to modify the conditions any representation or warranty of Parent or Merger Sub set forth in Sections 8 and 9, this Agreement or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such noticeCompany hereunder. (c) Notwithstanding anything in this Agreement to the contrary, in no event will any failure by the Company or Parent to comply with the applicable terms of this Section 6.17 be used by Parent or Merger Sub, on the one hand, or Company, on the other hand, as applicable, as a basis to (x) terminate this Agreement or (y) assert the failure of any condition in Annex A to be satisfied.

Notification of Certain Matters. Each Stockholder and the Company (a) The Sellers shall give prompt notice to AmPaM upon obtaining knowledge of Buyer, and Buyer shall give prompt notice to the Sellers, of: (i) any notice or other communication from any Person alleging that the occurrence consent of such Person is or non-occurrence of may be required in connection with the transactions contemplated by this Agreement, (ii) any event material notice or other communication from any Governmental Authority in connection with the occurrence transactions contemplated by this Agreement, (iii) any change or nonoccurrence of which would effect that has had, or could reasonably be likely to cause have, individually or in the aggregate, a Material Adverse Effect, as applicable, (iv) any representation or warranty of the Company or such Stockholder made by it contained herein to be in this Agreement becoming untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of such Stockholder or the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM shall give prompt notice to the Company of (iv) 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM by it to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination under this Agreement, in each case within three Business Days of any Other Agreement for any reason; executive officer of such Person becoming aware of the occurrence of such development, and in the case of a notice described in items (iv) or (v), in time to provide such Party a reasonable opportunity to cure prior to Closing. The Parties’ obligations under this Section 5.6 and the issuance by the SEC or any state securities regulatory authority disclosure of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described matter in the Private Placement Memorandum for sale in any jurisdiction. However, subject to accordance with the provisions of this Section 7.7, such notification 5.6 shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to this Section 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 7.7, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party Party receiving such noticedisclosure and shall not be deemed to cure any breach or inaccuracy of any representation or warranty made in this Agreement. (b) If any event or matter arises after the date of this Agreement that, if existing or occurring at the date of this Agreement, (i) would have been required to be set forth or described by the Sellers in the Disclosure Schedule or (ii) would have caused a representation or warranty in Article III to be violated as of such date, then Sellers shall, promptly deliver to Buyer a revised copy of the Disclosure Schedule updated, amended, or otherwise supplemented to reflect such event or matter; provided however, that no update, amendment or supplement to the Disclosure Schedule may be made for other than informational purposes unless Buyer agrees in writing to include such update, amendment, or supplement as a revised Disclosure Schedule; provided further however, that if the Buyer so agrees to revise the Disclosure Schedule for any such update, amendment, or supplement, such agreement shall operate as a waiver of any claim under Article VIII or otherwise by Buyer with respect to the item or items set forth in such update, amendment, or supplement. All references herein to the Disclosure Schedule shall, after any such update, amendment, or supplement to which Buyer has agreed as provided above, include the Disclosure Schedule as so updated, amended, or supplemented. In the event that Buyer does not agree to revise the Disclosure Schedule, Seller may proceed to negotiate in good faith with Buyer an adjustment to the Purchase Price, or other applicable provisions of this Agreement, and, if such negotiations fail, terminate this Agreement without additional liability. It is anticipated that certain sections of the Disclosure Schedule will routinely require updating and supplementation between the date hereof and the date of Closing, and so long as such updating or supplementation reflects events or matters arising after the date of this Agreement in the ordinary course of business, and which are not reasonably anticipated to result in a Material Adverse Effect, Buyer shall not unreasonably withhold or delay agreement to such updating or supplementation of the Disclosure Schedule.

Notification of Certain Matters. Each Stockholder From the date hereof through the Effective Date, the Company and the Company Stockholders shall give prompt notice to AmPaM upon obtaining knowledge Acquisition , and Acquisition shall give prompt notice to the Company and the Stockholders, of (ia) the occurrence occurrence, or non-occurrence failure to occur, of any event the occurrence or nonoccurrence of event, which would be likely to cause any representation or warranty of the Company contained in this Agreement, or in any exhibit or schedule hereto, and made by such Stockholder contained herein party, to be untrue or inaccurate in any material respect at or prior to the Closing respect, and (iib) any material failure of such Stockholder or the Company to comply with and the Stockholders or satisfy Acquisition, as the case may be, or any covenantof their respective Affiliates or Representatives, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other under this Agreement for any reason; and (iv) the issuance by the SEC or any state securities regulatory authority of any issuance of exhibit or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. Howeverschedule hereto; provided, subject to the provisions of Section 7.7however, that such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to this Section 7.6 disclosure shall not be deemed to cure any breach of a representation, warranty, covenant or agreement or to satisfy any condition. The Company and the Stockholders shall promptly notify Acquisition of any Default by such party, the written threat or commencement of any Action, or any development that occurs before the Effective Time that could in any way affect the Company and the Stockholders, the Assets or the Business. Further, if at any time prior to the Effective Time, Acquisition shall learn (i) modify which, for the representations or warranties hereunder purposes of this Section 6.13, consists of the party delivering actual and direct knowledge of any of Xxxxxxxx Xxxxxx, Xxxx X. Xxxx, Xxxxxxx Xxxxxx and G. Xxxxx Xxxxxxx) that any representation or warranty contained in this Agreement or in any exhibit or schedule hereto and made by the Company or the Stockholders is untrue or inaccurate in any respect, Acquisition shall notify the Company and the Stockholders thereof and, if Acquisition has not waived such noticeuntruth or inaccuracy, which modification may only the Company and the Stockholders shall cure the untruth or inaccuracy, without any obligation so to do, except that if the untruth or inaccuracy can be made cured by the payment of a monetary amount, then the Company and the Stockholders shall so do, but the Company and the Stockholders shall not be obligated to expend more than $1 million (when aggregated with all amounts spent pursuant to Section 7.7, (ii6.10 of this Agreement and Sections 6.3 and 6.10(b) modify of the conditions Association Asset Purchase Agreement) to cure all such untruths or inaccuracies. If the Company or the Stockholders are not required to cure the untruth or inaccuracy as set forth in Sections 8 and 9the preceding sentence, Acquisition may (a) waive such untruth or inaccuracy, or (iiib) limit to terminate this Agreement (and the Association Asset Purchase Agreement) and, in the later instance, the Letter of Credit (or otherwise affect the remedies available hereunder LOC Payment, as the case may be) and the No Shop Payment shall be returned to the Acquisition and no party receiving such noticehereto or any of its directors or officers shall have any liability or further obligation to any other party to this Agreement, other than as provided for in Article XII.

Notification of Certain Matters. Each Stockholder Between the date hereof and the Company shall Closing, each party to this Agreement will give prompt notice in writing to AmPaM upon obtaining knowledge of the other party hereto of: (i) the occurrence or non-occurrence of any event the occurrence or nonoccurrence of which would be likely to cause information that indicates that any representation or and warranty of the Company or such Stockholder party contained herein to was not true and correct as of the date made or will not be untrue or inaccurate in any material respect at or prior to the Closing true and (ii) any material failure correct as of such Stockholder or the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) the occurrence of any material event which could result in the failure of AmPaM to comply with satisfy a condition specified in ARTICLE 6 or satisfy any covenantARTICLE 7 hereof, condition or agreement to be complied with or satisfied by it hereunder; as applicable, (iii) any termination notice or other communication from any third person alleging that the consent of any Other Agreement for any reason; such third person is or may be required in connection with the transactions contemplated by this Agreement, and (iv) in the issuance by case of the SEC Stockholders and the Company, any notice of, or other communication relating to, any state securities regulatory authority default or event which, with notice or lapse of time or both, would become a default under any Company Agreement set forth on SCHEDULE 2.15. The Company and the Stockholders will (x) promptly advise UAG of any issuance event that has, or could reasonably be expected in the future to have, a Material Adverse Effect on the Company, (y) confer on a regular and frequent basis with one or more designated representatives of or threatened issuance UAG to report operational matters and to report the general status of ongoing operations, and (z) notify UAG of any order challenging emergency or other change in the availability normal course of an exemption from registration business or suspending relating to the qualification Real Property or Improvements of the Company and of any securities described governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated) or adjudicatory proceedings involving the Company, the Real Property or the Improvements and will keep UAG fully informed of such events and permit UAG's representatives access to all materials prepared in the Private Placement Memorandum for sale in any jurisdictionconnection therewith. However, subject Each Stockholder shall give prompt notice to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery UAG of any notice pursuant to this Section 7.6 shall not be deemed to (i) modify the representations or warranties hereunder other communication from any third person asserting any right, title or interest in any of the party delivering Shares held by such noticeStockholder (including, which modification may only be made pursuant without limitation, any threat to Section 7.7, (ii) modify the conditions set forth in Sections 8 and 9commence, or (iii) limit notice of the commencement of any action or otherwise affect the remedies available hereunder other proceeding with respect to the party receiving Shares) or the occurrence of any other event of which such noticeStockholder has knowledge which could result in any failure to consummate the sale of the Shares as contemplated hereby.

Notification of Certain Matters. Each Stockholder and the (a) The Company shall give prompt notice to AmPaM upon obtaining knowledge of (i) the occurrence or non-occurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty of the Company or such Stockholder contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Parent and (ii) any material failure of such Stockholder or the Company to comply with or satisfy any covenantParent Americas, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM and Parent and Parent Americas shall give prompt notice to the Company, upon any director or officer of the Company or Parent and Parent Americas (as applicable) becoming aware of (i) any governmental complaints, investigations or hearings (or communications indicating that the occurrence same may be contemplated), or non-occurrence the institution or the threat of material litigation involving such party or any of its Subsidiaries, and will keep the other party fully informed of such events and (ii) the occurrence, or failure to occur, of any event the occurrence or non-occurrence of which event, that would be reasonably likely to cause any representation or warranty of AmPaM contained herein the conditions set forth in Article VIII not to be untrue or inaccurate in any material respect at or prior satisfied. (b) Notwithstanding anything to the Closingcontrary set forth herein, nothing in this Section 6.4 shall require the Company or Parent and Parent Americas to disclose any information that, in its sole and absolute discretion, (i) it is not legally permitted to disclose or the disclosure of which would contravene any Applicable Law or binding order (including any Antitrust Law), (ii) the disclosure of which would jeopardize any material failure of AmPaM to comply with attorney client or satisfy any covenantother legal privilege, condition or agreement to be complied with or satisfied by it hereunder; (iii) the disclosure of which would conflict with, violate or cause a default under any termination of any Other Agreement for any reason; and existing agreement to which it is a party. (ivc) the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery of any notice No information received pursuant to this an investigation made under Section 7.6 6.2 shall not be deemed to (i) modify the representations qualify, modify, amend or warranties hereunder otherwise affect any representations, warranties, covenants or other agreements of the parties set forth in this Agreement or any certificate or other instrument delivered to other party delivering such notice, which modification may only be made pursuant to Section 7.7in connection with the Transactions contemplated hereby, (ii) modify amend or otherwise supplement the conditions information set forth in Sections 8 and 9the Company Disclosure Schedule or the Parent Disclosure Schedule, or as applicable, (iii) limit or otherwise affect restrict the remedies available hereunder to the parties under Applicable Law arising out of a breach of this Agreement, or (iv) limit or restrict the ability of either party receiving such noticeto invoke or rely on the conditions to the obligations of the parties to consummate the transactions contemplated hereby set forth in Article VIII hereof. (d) Each of Parent, Parent Americas and the Company shall (and shall cause its directors, officers, employees, auditors, agents and other representatives to) hold in confidence all non public information acquired from the other party or the other party’s representatives as a result of any investigation made under Section 6.2 or otherwise under this Agreement in accordance with the terms of the nondisclosure agreement, dated as of December 15, 2005, between Parent and the Company (the “Confidentiality Agreement”). (e) The Company shall deliver to Parent and Parent Americas copies of (i) all audit reports, letter rulings, technical advice memoranda and similar documents issued by a Governmental Entity relating to the United States federal, state, local or foreign Taxes due from or with respect to the Company or any Company Subsidiary and (ii) any closing agreements entered into by the Company or any Company Subsidiary with any taxing authority, which come into the possession of the Company after the date hereof.

Notification of Certain Matters. Each Stockholder and the (a) The Company shall give prompt notice to AmPaM upon obtaining knowledge Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence occurrence, of any event the occurrence occurrence, or nonoccurrence non-occurrence, of which would be likely to cause results in any representation or warranty of the Company or such Stockholder contained herein to be in this Agreement being 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 or Material Adverse Effect, being untrue or inaccurate in any respect) and (ii) any material failure of such Stockholder the Company, Parent or Acquiror, as the Company case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reason; and (iv) provided, however, that the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to this Section 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 7.7, (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. (b) Each of the Company and Parent shall give prompt notice to the other of (i) any notice or other communication from any person alleging that the Approval of such person is or may be required in connection with the Arrangement or the Related Agreements, (ii) any notice or other communication from any Governmental Authority in connection with the Arrangement or the Related Agreements, (iii) any Litigation, relating to or involving or otherwise affecting the Company or its Subsidiaries or Parent that relates to the Arrangement or the Related Agreements, (iv) the occurrence of a default or event that, with notice or lapse of time or both, will become a default under any Material Agreement of the Company, and (v) any fact, event, change, development, circumstance, condition or effect that could reasonably be expected to have a Material Adverse Effect on the Company or Parent or is likely to delay or impede the ability of either Parent or the Company to consummate the transactions contemplated by this Agreement or the Related Agreements or to fulfill their respective obligations set forth herein or therein. (c) The Company shall give (or shall cause its Subsidiaries to give) any notices to third persons, and use, and cause its Subsidiaries to use, their respective reasonable best efforts to obtain any consents from third persons (i) necessary, proper or advisable to consummate the transactions contemplated by this Agreement, (ii) otherwise required -45- under any contracts in connection with the consummation of the transactions contemplated hereby or (iii) required to prevent a Material Adverse Effect on the Company from occurring. If the Company shall fail to obtain any such consent from a third person, the Company shall use its reasonable best efforts, and will take any such actions reasonably requested by Parent, to limit the adverse effect upon the Company, its Subsidiaries, and their businesses resulting, or which would result after the Closing, from the failure to obtain such consent.

Notification of Certain Matters. Each Stockholder (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, (i) subject to applicable Law, and upon Parent’s request, the executive officers of the Company shall consult in good faith on a regular basis with Parent to report material (individually or in the aggregate) operational developments, the status of relationships with customers, resellers, partners, suppliers, licensors, licensees, distributors, and others having material business relationships with the Company or any of its Subsidiaries, the status of ongoing operations and other matters reasonably requested by Parent under procedures reasonably requested by Parent, and (ii) the Company shall give prompt notice to AmPaM Parent and Acquisition Sub upon obtaining knowledge of (i) the occurrence or non-occurrence of any event the occurrence or nonoccurrence of which would be likely to cause becoming aware that any representation or warranty of the Company or such Stockholder contained herein to be made by it in this Agreement has become untrue or inaccurate in any material respect at respect, or prior to the Closing and (ii) of any material failure of such Stockholder or the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reason; and (iv) the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery , in any such case if and only to the extent that such untruth or inaccuracy, or such failure, would cause or reasonably be expected to cause any of the conditions to the obligations of Parent and Acquisition Sub to consummate the transactions contemplated hereby set forth in Section 7.2(a) and Section 7.2(b) to not be satisfied at the Closing; provided that no such information or notification shall affect or be deemed to modify any notice representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Acquisition Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; provided, further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 7.6 6.13(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Acquisition Sub in this Agreement has become untrue or inaccurate in any material respect, or of Table of Contents any failure of Parent or Acquisition Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in any such case if and only to the extent that such untruth or inaccuracy, or such failure, would reasonably be expected to cause any of the conditions to the obligations of the Company to consummate the transactions contemplated hereby set forth in Section 7.3(a) and Section 7.3(b) to not be satisfied at the Closing; provided that no such notification shall affect or be deemed to (i) modify the representations any representation or warranties hereunder warranty of the party delivering such notice, which modification may only be made pursuant to Section 7.7, (ii) modify the conditions Parent or Acquisition Sub set forth in Sections 8 and 9, this Agreement or (iii) limit the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or otherwise affect the remedies available hereunder to the parties hereunder; provided, further, that the Company shall maintain the confidentiality of information provided to the Company pursuant to this Section 6.13(b) in the same manner as Parent would be required to maintain the confidentiality of such information under the Confidentiality Agreement if such information had been disclosed to it by the Company. (c) No investigation pursuant to this Section 6.13 shall affect any representation or warranty in this Agreement of any party receiving such noticehereto or any condition to the obligations of the parties hereto.

Notification of Certain Matters. (a) Each Stockholder and the Company shall give prompt notice to AmPaM upon obtaining knowledge of (i) the occurrence or non-occurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty of the Company or such Stockholder contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of such Stockholder or the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM Sellers shall give prompt notice to the Company Parent of (i) any matter hereafter arising or discovered that, if existing or known at the date of the Agreement, would have been required to be set forth or described in the Schedules prepared by the Sellers hereunder (including the Schedules referred to in Article III), (ii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely is reasonably expected to cause any representation or warranty of AmPaM the Sellers contained herein in Article III to be untrue or inaccurate in any material respect at or prior to the Closing, (iiiii) any material failure of AmPaM any Seller to comply with or satisfy satisfy, in any material respect, any covenant, condition or agreement to be complied with or satisfied by it any Seller hereunder, (iv) any written notice or other communication from any Person alleging that any consent, approval or authorization of such Person is or may be required in connection with the transactions contemplated by this Agreement, (v) the damage or destruction by fire or other casualty of any Asset or part thereof that is material to the Business or to any Facility, (vi) the commencement of any Legal Proceeding by a Governmental Authority or other Person or, to the Knowledge of the Sellers, threatened Legal Proceeding by a Governmental Authority or other Person that could reasonably be expected to affect the transactions contemplated hereby in any material respect or (vii) the entry into any new Material Acquired Contracts (or any amendment, modification or change to any existing Material Acquired Contract) after the date of this Agreement and prior to the Closing Date; provided, however, that any such notice shall in any event be delivered to the Parent no later than three (3) Business Days prior to the Closing Date. In addition, the Sellers shall promptly provide written notice to the Parent if any supplier, insurer, lessor, licensor, licensee, distributor, customer, contractor or other Person having a material business relationship with any Seller relating to the Business informs the Sellers in writing that such Person intends to terminate or alter in any material respect such relationship because of the transactions contemplated by this Agreement. (b) Each of the Parent and the Purchaser shall give prompt notice to the Sellers of (i) any matter hereafter arising or discovered that, if existing or known at the date of the Agreement, would have been required to be set forth or described in the Schedules prepared by the Parent hereunder (including the Schedules referred to in Article IV), (ii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which is reasonably expected to cause any representation or warranty of the Parent or the Purchaser contained in Article IV to be untrue or inaccurate in any material respect at or prior to the Closing, (iii) any termination failure of the Parent or the Purchaser to comply with or satisfy, in any Other Agreement for material respect, any reason; and covenant, condition or agreement to be complied with or satisfied by any Seller hereunder, (iv) any written notice or other communication from any Person alleging that any consent, approval or authorization of such Person is or may be required in connection with the issuance transactions contemplated by this Agreement, or (v) the SEC or any state securities regulatory authority commencement of any issuance Legal Proceeding by a Governmental Authority or other Person or, to the knowledge of the Parent, threatened Legal Proceeding by a Governmental Authority or threatened issuance of any order challenging other Person that could reasonably be expected to affect the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale transactions contemplated hereby in any jurisdiction. Howevermaterial respect; provided, subject however, that any such notice shall in any event be delivered to the provisions Sellers no later than three Business Days prior to the Closing Date. (c) The breach by any party of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to this Section 7.6 5.06 shall not be deemed to (i) modify the representations or warranties hereunder be a breach of a covenant, but instead shall be treated as a breach of the representation or warranty of such party delivering such noticewhose subject matter is most similar to that of the fact, which modification may only be made pursuant to Section 7.7, (ii) modify the conditions set forth in Sections 8 and 9, event or (iii) limit or otherwise affect the remedies available hereunder circumstance described herein giving rise to the party receiving such noticenotification obligations provided for in Section 5.06(a) and (b) above.

Notification of Certain Matters. Each Stockholder (i) DERMAdoctor, the Founders and the Company Sellers shall give prompt notice to AmPaM upon obtaining knowledge promptly notify NovaBay of (iA) any material actions, suits, claims or Proceedings in connection with the Contemplated Transactions or, to the Knowledge of such applicable party, threatened, against DERMAdoctor, the Founders and the Sellers, as the case may be; or (B) the occurrence or non-occurrence of any fact or event the occurrence or nonoccurrence of which would be reasonably likely to cause any representation condition set forth in Article 8 not to be satisfied; or warranty (C) any written notice from a Governmental Authority that will adversely impact or delay the consummation of the Company Contemplated Transactions; or (D) to the Knowledge of such Stockholder contained herein applicable party, any fact or circumstance or event that (1) would cause any of its representations or warranties to no longer be untrue or inaccurate true and correct in any material respect at respects or prior to (2) would result in a material breach of any agreement or covenant hereunder. NovaBay’s receipt of this information shall not act as a waiver or otherwise effect any obligation of a party under this Agreement, including the Closing respective representations, warranties, covenants and agreements hereunder. (ii) NovaBay shall promptly notify DERMAdoctor and the Founders, on behalf of the Sellers, of (A) any material failure of such Stockholder actions, suits, claims or Proceedings in connection with the Company to comply with or satisfy any covenantContemplated Transactions or, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM shall give prompt notice to the Company Knowledge of NovaBay, threatened, against NovaBay; or (iB) the occurrence or non-occurrence of any fact or event the occurrence or non-occurrence of which would be reasonably likely to cause any representation or warranty of AmPaM contained herein condition set forth in Article 8 not to be untrue satisfied; (C) any written notice from a Governmental Authority that will adversely impact or inaccurate delay the consummation of the Contemplated Transactions; or (D) to the Knowledge of such applicable party, any fact or circumstance or event that (1) would cause any of its representations or warranties to no longer be true and correct in any material respect at respects or prior to the Closing, (ii2) any would result in a material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination breach of any Other Agreement for any reason; and (iv) agreement or covenant hereunder. DERMAdoctor’s or the issuance by the SEC or any state securities regulatory authority Founders’ receipt of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification this information shall not relieve either the Company act as a waiver or such Stockholder otherwise effect any obligation of their respective obligations a party under this Agreement. The delivery of any notice pursuant to this Section 7.6 shall not be deemed to (i) modify , including the representations or warranties hereunder of the party delivering such noticerepresentations, which modification may only be made pursuant to Section 7.7warranties, (ii) modify the conditions set forth in Sections 8 covenants and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such noticeagreements hereunder.

Notification of Certain Matters. Each Stockholder and (a) Subject to applicable Law, the Company shall give prompt notice to AmPaM upon obtaining knowledge the Acquiror of (ia) the occurrence or non-occurrence of any event the occurrence or nonoccurrence of which any change, effect, event, change in circumstance, occurrence or the discovery of any fact, that would reasonably be likely expected to cause any representation of the conditions to Closing set forth in Section 8.01 or warranty of Section 8.02 not to be satisfied, (b) any notice or other communication received by the Company or any of its Subsidiaries from any third party alleging that the consent of such Stockholder contained herein to third party is or may be untrue required in connection with the other transactions contemplated by the Transaction Agreements, (c) any notice or inaccurate in other communication received by the Company or any material respect at of its Subsidiaries from any customer, supplier, vendor, licensor, licensee or prior other business partner to the Closing effect that such customer, supplier, vendor, licensor, licensee or other business partner is terminating or otherwise materially adversely modifying its relationship with the Company or any of its Subsidiaries as a result of any of the transactions contemplated by this Agreement, (d) any notice or other communication from any Governmental Authority received by the Company or any of its Subsidiaries in connection with the transactions contemplated by this Agreement (and a copy of any such notice or communication shall promptly be furnished to the Acquiror) and (iie) any material failure suits, actions, proceedings or investigations commenced or threatened that relate to the consummation of such Stockholder this Agreement or the transactions contemplated hereby, of which the Company has knowledge. (b) Subject to comply with or satisfy any covenantapplicable Law, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM the Acquiror shall give prompt notice to the Company of (ia) the occurrence or non-occurrence nonoccurrence of any event the change, effect, event, change in circumstance, occurrence or non-occurrence the discovery of which any fact, that would reasonably be likely expected to cause any representation of the conditions to Closing set forth in Section 8.01 or warranty of AmPaM contained herein Section 8.03 not to be untrue satisfied, (b) any notice or inaccurate other communication from any Governmental Authority received by the Acquiror or any of its Subsidiaries in connection with the transactions contemplated by the Transaction Agreements (and a copy of any material respect at such notice or prior communication shall promptly be furnished to the Closing, Company) and (iic) any material failure of AmPaM to comply with suits, actions, proceedings or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reason; and (iv) the issuance by the SEC or any state securities regulatory authority of any issuance of investigations commenced or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject that relate to the provisions consummation of Section 7.7this Agreement or the transactions contemplated hereby, such notification shall not relieve either of which the Company or such Stockholder of their respective obligations under this Agreement. Acquiror has knowledge. (c) The delivery of any notice pursuant to this Section 7.6 5.17 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 7.7, (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 noticehereunder.

Notification of Certain Matters. Each Stockholder and the The Company shall give prompt written notice to AmPaM Holdings, and Holdings shall give prompt written notice to the Company, upon obtaining knowledge of (i) any notice or other communication received by such party from any Governmental Entity in connection with this Agreement, the occurrence Merger or non-occurrence of the transactions contemplated hereby, or from any event person alleging that the occurrence or nonoccurrence of which would be likely to cause any representation or warranty of the Company or such Stockholder contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure consent of such Stockholder person is or may be required in connection with the Merger or the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closingtransactions contemplated hereby, (ii) any material failure Actions commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of AmPaM its subsidiaries which relate to comply with this Agreement, the Merger or satisfy any covenantthe transactions contemplated hereby, condition or agreement to be complied with or satisfied by it hereunder; and (iii) any termination fact, event or circumstance known to it that (a) in the case of the Company, individually or taken together with all other facts, events and circumstances known to it, has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (b) would cause or constitute, or would reasonably be expected to cause or constitute, a breach in any material respect of any Other Agreement for any reason; and of such person's representations, warranties, covenants or agreements contained herein, (ivc) would cause, or would reasonably be expected to cause, the issuance by the SEC or any state securities regulatory authority failure of any issuance of condition precedent to Holdings’ or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective Company’s obligations under this Agreement. The Agreement or (d) would reasonably be expected to prevent, materially delay or materially impede the consummation of the transactions contemplated hereby; provided, however, that (x) the delivery of any notice pursuant to this Section 7.6 6.12 shall not limit or otherwise affect any remedies available to Holdings or the Company, as applicable, or prevent or cure any misrepresentations, breach of warranty or breach of covenant or the conditions to the obligations of the parties under this Agreement, and (y) disclosure by the Company or Holdings shall not be deemed to (i) modify amend or supplement the representations Company Disclosure Schedule or warranties hereunder of the party delivering such noticeHoldings Disclosure Schedule, which modification may only be made pursuant to Section 7.7, (ii) modify the conditions set forth in Sections 8 and 9as applicable, or (iiiconstitute an exception to any representation or warranty. This Section 6.12 shall not constitute a covenant or agreement for purposes of Section 7.2(b) limit or otherwise affect the remedies available hereunder to the party receiving such noticeSection 7.3(b).

Notification of Certain Matters. Each Stockholder and the The Company shall give prompt notice to AmPaM the Purchaser, upon obtaining knowledge of (i) the occurrence occurrence, or non-occurrence failure to occur, of any event the which occurrence or nonoccurrence of which would be likely failure to cause occur causes (x) any representation or warranty of made by the Company or such Stockholder and contained herein in this Agreement to be untrue or inaccurate in at any material respect at or prior time from the date hereof to the Closing and Effective Time to the extent that any such failure to be true or accurate would, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect, or (iiy) any material failure of such Stockholder or the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence officer, director, employee or non-occurrence of which would be likely to cause any representation or warranty of AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closingagent thereof, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement; (iii) any termination of any Other Agreement for any reason; and (iv) the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. Howeverprovided, subject to the provisions of Section 7.7however, that no such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to this Section 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 7.7, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit cure any breach or otherwise affect the remedies available hereunder representations, warranties, covenants, conditions or agreements of the Company or the conditions to the party receiving obligations of the parties hereunder. The Purchaser shall give prompt notice to the Company, upon obtaining knowledge of the occurrence, or failure to occur, of any event which occurrence or failure to occur causes (x) any representation or warranty made by the Purchaser or Acquisition Sub contained in this Agreement to be untrue or inaccurate at any time from the date hereof to the Effective Time to the extent any such noticefailure to be true or accurate would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Purchaser's financial condition or its ability to consummate the transactions contemplated by this Agreement, or (y) any material failure of the Purchaser or Acquisition Sub, or of any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall be deemed to cure any breach or otherwise affect the representations, warranties, covenants, conditions or agreements of the Purchaser or Acquisition Sub or the conditions to the obligations of the parties hereunder.

Notification of Certain Matters. Each Stockholder and From the Agreement Date until the Effective Time, the Company shall give prompt notice to AmPaM upon obtaining knowledge of promptly, and in any event within two (2) Business Days notify Parent (i) if any of the occurrence Acquired Companies receives any notice or non-occurrence other communication from any Person alleging that the consent of such Person is or may be required in connection with the Merger; (ii) if any event of the occurrence Acquired Companies receives any notice or nonoccurrence of which would other communication from any Governmental Body in connection with the Merger; or (iii) if any change or circumstance occurs that could reasonably be likely expected to cause any representation delay or warranty impede the ability of the Company or such Stockholder contained herein to be untrue or inaccurate in any material respect at or prior perform its obligations pursuant to this Agreement and to effect the Closing consummation of the Merger and (ii) any material failure of such Stockholder or the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunderother Transactions. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior Prior to the Closing, and except with respect to any matters already disclosed to Parent pursuant to the preceding sentence, the Company shall notify Parent if any change or circumstance occurs (or fails to occur) or any of the Acquired Companies receives any notice or other communication that, had it occurred on or before the date of this Agreement, would have been required to be disclosed to Parent pursuant to Article II of this Agreement. From the Agreement Date until the Effective Time, Parent shall promptly, and in any event within two (2) Business Days, notify the Company (i) if Parent or Merger Sub receives any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the Merger; (ii) if Parent or Merger Sub receives any material failure of AmPaM to comply notice or other communication from any Governmental Body in connection with the Merger; or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) if any termination change or circumstance occurs that could reasonably be expected to delay or impede the ability of any Other Agreement for any reason; and (iv) the issuance by the SEC Parent or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject Merger Sub to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of perform their respective obligations under pursuant to this AgreementAgreement and to effect the consummation of the Merger and the other Transactions. The delivery of any notice pursuant to this Section 7.6 5.10 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 7.7, (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 noticenotice or affect the representations, warranties, covenants or agreements of the Parties or conditions to the obligation of the Parties under this Agreement.

Notification of Certain Matters. Each Stockholder and the The Company shall give prompt notice to AmPaM upon obtaining knowledge each Buyer if any of the following occur between the date of this Agreement and the Closing Date: (i) receipt of any notice or other communication in writing 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, provided that such consent would have been required to have been disclosed in this Agreement; (ii) receipt of any material notice or other communication from any Person (including, but not limited to, the SEC, NASD or any securities exchange) in connection with the transactions contemplated by this Agreement; (iii) the occurrence or non-occurrence of any an event the occurrence or nonoccurrence of which would be reasonably likely to cause have a Material Adverse Effect; or (iv) the commencement or threat of any representation litigation involving or warranty affecting the Company or any of its Subsidiaries, or any of their respective properties or assets, or, to its knowledge, any employee, agent, director or officer, in his or her capacity as such, of the Company or such Stockholder contained herein any of its Subsidiaries which, if pending on the date hereof, would have been required to be untrue have been disclosed in this Agreement or inaccurate in any material respect at or prior which relates to the consummation of the transactions contemplated by the Transaction Documents. (r) Access and Information. Between the date of this Agreement and the Closing and (ii) any material failure of such Stockholder or Date, the Company will give, and shall direct its accountants and legal counsel to comply with give, each Buyer and their respective authorized representatives (including, without limitation, its financial advisors, accountants, proxy solicitor, consultants and legal counsel), at all reasonable times, access as reasonably requested to all offices and other facilities and to all contracts, agreements, commitments, books and records of or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM shall give prompt notice pertaining to the Company of and its Subsidiaries, will permit the foregoing to make such reasonable inspections as they may require and will cause its officers and other employees promptly to furnish such Buyer with (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 AmPaM contained herein to be untrue or inaccurate in any material such financial and operating data and other information with respect at or prior to the Closingbusiness and properties of the Company and its Subsidiaries as such Buyer may from time to time reasonably request, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reason; and (ivb) the issuance a copy of each material report, schedule and other document filed or received by the SEC Company or any state of its Subsidiaries pursuant to the requirements of applicable securities regulatory authority laws or the NASD; provided; however; that the Company, its legal counsel and other authorized representatives shall not be required to disclose any information protected under attorney-client or attorney work-product privilege. Notwithstanding the foregoing, the treatment of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, such information and documentation shall remain subject to the provisions confidentiality agreement between Prentice Capital Management, L.P. and the Company, dated as of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to this Section 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 7.7, (ii) modify the conditions set forth in Sections 8 and September 9, 2005, as may be amended, modified or supplemented from time to time (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice"CONFIDENTIALITY AGREEMENT").

Notification of Certain Matters. Each Stockholder and the The Company shall give prompt notice to AmPaM upon obtaining knowledge Parent and Merger Sub, and Parent and Merger Sub shall give prompt notice to the Company, of (ia) the occurrence or non-occurrence of any fact, event the or circumstance whose occurrence or nonoccurrence of which would be likely to cause any representation or warranty of the Company or such Stockholder party contained herein in this Agreement to be untrue or inaccurate in at any material respect at or prior time from the date hereof to the Closing and Effective Time, (iib) any material failure of such Stockholder the Company, Parent or Merger Sub, as the Company case may be, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any all material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy respects any covenant, condition or agreement to be complied with or satisfied by it hereunder; , (iiic) any termination the occurrence or non-occurrence of any Other Agreement for fact, event or circumstance which, individually or in the aggregate, is reasonably likely to have a Company Material Adverse Effect or a Parent Material Adverse Effect, (d) receipt by the Company or Parent or any reasonof their respective Subsidiaries, as the case may be, of any notice or other written communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, (e) receipt by the Company or Parent or any of their respective Subsidiaries, as the case may be, of any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, (f) receipt by the Company or Parent or any of their respective Subsidiaries, as the case may be, of any notice or other communication regarding any pending or threatened Proceedings of the type required to be disclosed in Section 2.8 or Section 3.8; and (ivg) any event or occurrence that would be reasonably likely to prevent the issuance by the SEC or any state securities regulatory authority satisfaction of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending conditions set forth in Article VI, provided, however, that the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to this Section 7.6 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 7.7, (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. From the date hereof to the Effective Time, each party shall furnish promptly to the other parties (i) copies of all reports, schedules, and other documents filed or received by it or any of its Subsidiaries during such period pursuant to the requirements of the securities Laws, and (ii) copies of all filings made with any Governmental Entities in connection with the transactions contemplated by this Agreement and copies of all written communications received from such Governmental Entities related thereto.

Notification of Certain Matters. Each Stockholder (a) Prior to the Closing, each of Buyer, on the one hand, and the Company Company, on the other, shall give prompt notice to AmPaM upon obtaining knowledge the other of (i) the occurrence or non-occurrence of any event the occurrence or nonoccurrence of which would be that is reasonably likely to cause the failure of any representation or warranty of the Company or such Stockholder contained herein to be untrue or inaccurate conditions set forth in any material respect at or prior to Article VIII; provided, that the Closing and (ii) any material failure of such Stockholder or the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reason; and (iv) the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to this Section 7.6 7.5(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 7.7, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the any remedies available hereunder to Buyer, the Company, the Sellers Representative or the Company Stockholders. No disclosure pursuant to this Section 7.5(a), however, shall be deemed to amend or supplement the Company Disclosure Schedule or the Buyer Disclosure Schedule or prevent or cure any misrepresentation, breach of representation or warranty or breach of any covenant. (b) Prior to the Closing, each of Buyer, on the one hand, and the Company, on the other, shall give each other prompt notice of the commencement or known threat of commencement against such party receiving of any Legal Proceeding by or before any Governmental Entity with respect to the Transactions, keep the other party informed as to the status of any such noticeLegal Proceeding or threat, and Buyer, on the one hand, and the Company, on the other, shall permit authorized Representatives of the other party to be present at each material meeting or conference relating to any such Legal Proceeding, to participate in, or review, any material communication before it is made to any Governmental Entity, and to have access to and be consulted in connection with any material document, opinion or proposal made or submitted to any Governmental Entity in connection with any such Legal Proceeding, including by providing the other party with a reasonable opportunity to review and comment on any material filing, submission, response to an information request or other (oral or written) communication to be submitted or made to any Governmental Entity and the other party shall consider any such received comments in good faith. Notwithstanding anything herein to the contrary, no such access, examination, review or consultation shall be permitted to the extent that it would require the Company, on the one hand, or Buyer, on the other hand, to disclose information subject to attorney-client privilege or attorney work product privilege to which the Company, on the one hand, or Buyer, on the other hand, as applicable, is bound, or violate any applicable Law; provided that, if the Company, on the one hand, or Buyer, on the other hand, withholds information pursuant to any of the foregoing, the Company, on the one hand, or Buyer, on the other hand, as applicable, shall notify the other that it is not providing such information and the basis (in reasonable detail) for not providing such information and use commercially reasonable efforts to develop substitute arrangements to provide such information in a manner that does not result in the loss of any such privileges or breach of any such confidentiality obligations or violation of any such applicable Law; and provided further that, insofar as any such Legal Proceeding relates to or arises under Antitrust Laws the provisions in Section 7.9(c) shall apply.

Notification of Certain Matters. Each Stockholder During the Pre-Closing Period, the Parent shall give prompt notice to the Company, and the Company shall give prompt notice to AmPaM upon obtaining knowledge the Parent, of (ia) the occurrence, or failure to occur, of any event, which occurrence or non-occurrence of any event the occurrence or nonoccurrence of which would be failure to occur is reasonably likely to cause any representation condition to Closing set forth in Article VII not to be satisfied, (b) any failure of such party (or, in the case of the Parent, Merger Sub) to perform in all material respects any obligation to be performed by it under this Agreement, (c) any notice or warranty other communication received by such party (or, in the case of the Parent, Merger Sub) from any Governmental Entity in connection with this Agreement or the transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection therewith, (d) any Legal Proceeding commenced or, to the Company’s Knowledge on the one hand and Parent’s knowledge, on the other hand, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries, which relate to this Agreement and the transactions contemplated hereby, (e) any notice or other communication (whether oral or written) received by the Company or otherwise between the Company and the holders of any Company Warrants with respect to the Company Warrants, including any such notice or communication requesting or attempting to effect the transfer, assignment, exercise or termination of any Company Warrants or otherwise relating to the terms and conditions of the Company Warrants, and (f) any written notice or such Stockholder contained herein other written communication received by the Company with respect to be untrue the Company’s Credit Facility or inaccurate the Company’s Revolving Credit Agreement, including the exercise by any lender under the Credit Facility of any put notice to require the Company to repay loans outstanding under the Credit Facility. The Company will advise the Parent in any material respect at or writing no later than four (4) Business Days prior to the Closing and (ii) any material failure Date of such Stockholder or the amount required to be paid by the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM shall give prompt notice to the holders of the Company Warrants who have exercised their right to terminate Company Warrants in connection with consummation 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied transactions contemplated by it hereunder; (iii) any termination of any Other Agreement for any reason; and (iv) the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The Notwithstanding the above, the delivery of any notice pursuant to this Section 7.6 shall 6.9 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 7.7, (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 noticenotice or the conditions to such party’s obligation to consummate the Merger.

Notification of Certain Matters. Each Stockholder (a) During the period from the execution and delivery of this Agreement by each of the parties hereto and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company shall give prompt notice to AmPaM upon obtaining knowledge Parent each case after gaining Knowledge thereof, of (i) the occurrence or non-occurrence of any event event, the occurrence or nonoccurrence non-occurrence of which would be is likely to cause any representation or warranty of the Company or such Stockholder contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any material failure of such Stockholder or the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person it hereunder. AmPaM . (b) During the period from the execution and delivery of this Agreement by each of the parties hereto and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company shall give Parent prompt notice to the Company of if (i) any Person shall have commenced, or shall have notified the occurrence Company or non-occurrence any Company Subsidiary that such Person intends to commence, an Action or Proceeding, or shall have provided the Company or any Company Subsidiary with notice, in either case that allege(s) that any of any event the occurrence Intellectual Property (including the Company Intellectual Property) presently embodied, or non-occurrence of which would be likely to cause any representation or warranty of AmPaM contained herein proposed to be untrue or inaccurate embodied, in any material respect at products or prior services of the Company or any Company Subsidiary infringes or otherwise violates the Intellectual Property of such Person, is available for licensing from a potential licensor providing the notice or otherwise alleges that the Company does not own or have the right to the Closing, exploit any such Intellectual Property or (ii) any material failure of AmPaM to comply with Person shall have commenced, or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reason; and (iv) the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either have notified the Company or any Company Subsidiary that such Stockholder of their respective obligations under this Agreement. The delivery of Person intends to commence, any other Action or Proceeding against or involving the Company or any Company Subsidiary. (c) No information received by Parent pursuant to any notice pursuant to delivered this Section 7.6 5.3 shall not be deemed to (i) modify the representations qualify, modify, amend or warranties hereunder otherwise affect any representations, warranties, covenants or other agreements of the party delivering such notice, which modification may only be made pursuant Company set forth in this Agreement or any certificate or other instrument delivered to Section 7.7Parent or Merger Sub in connection with the Merger and the other transactions contemplated hereby, (ii) modify amend or otherwise supplement the conditions information set forth in Sections 8 and 9the Company Disclosure Schedule, or (iii) limit or otherwise affect restrict the remedies available hereunder to the party receiving such noticeparties under applicable Law arising out of a breach of this Agreement or the Escrow Agreement or (iv) limit or restrict the ability of Parent and Merger Sub to invoke or rely on the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated hereby set forth in Article 6.

Notification of Certain Matters. Each Stockholder and of the Company and Parent shall give prompt promptly notify the other 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; (b) any notice or other communication from any Governmental Authority in connection with the Transactions; (c) any Actions commenced or, to AmPaM upon obtaining the knowledge of the Company or the knowledge of Parent, threatened against the Company or any of its Subsidiaries or Parent or any of its Subsidiaries, as the case may be, that, if pending on the date hereof, would have been required to have been disclosed by such party pursuant to any of such party’s representations and warranties contained herein, or that relate to this Agreement or the Transactions, including such party’s ability to consummate the Transactions; (id) the occurrence or non-occurrence if a breach of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty or failure to perform any covenant or agreement on the part of such party set forth in this Agreement shall have occurred that would cause the conditions set forth in Section 7.01, Section 7.02 or Section 7.03 not to be satisfied; and (e) any person notifying the Company or any of its Subsidiaries in writing that such person is seeking indemnification from the Company or any of its Subsidiaries under any indemnification, advancement or exculpation provisions of the indemnification agreements by and among the Company or any of its Subsidiaries and their respective directors and executive officers or the memorandum and articles of association of the Company or such Stockholder contained herein to be untrue or inaccurate any of its Subsidiaries; together, in any material respect at or prior to the Closing and (ii) any material failure of such Stockholder or the Company to comply each case, with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM shall give prompt notice to the Company of (i) the occurrence or non-occurrence a copy of any event such notice, communication or Action; provided that the occurrence or non-occurrence of which would be likely to cause any representation or warranty of AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reason; and (iv) the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to this Section 7.6 6.06 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 7.7, (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; provided, further, that failure to give prompt notice pursuant to this Section 6.06 shall not constitute a failure of a condition to the Amalgamation set forth in Article VII except to the extent that the underlying breach of a representation or warranty or failure to perform any covenant or agreement not so notified would, standing alone, constitute such a failure; provided, further, that the Company’s unintentional failure to give notice under this Section 6.06 shall not be deemed to be a breach of covenant under this Section 6.06 but instead shall constitute only a breach of the underlying representation or warranty or covenant or condition, as the case may be.

Notification of Certain Matters. Each Stockholder and the The Company shall give prompt notice to AmPaM upon obtaining knowledge promptly notify each Purchaser orally and in writing of (i) the occurrence or non-occurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty of made by the Company or such Stockholder contained herein to be in this Agreement becoming untrue or inaccurate in any material respect at or prior to the Closing and respect; (ii) any material the failure of such Stockholder or the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement; (iii) any termination change or event having, or which is reasonably likely to have, a Material Adverse Effect on the Company or on the truth of any Other Agreement for any reason; the Company’s respective representations and warranties or the ability of the covenants set forth in this Article V to be satisfied, (iv) the issuance any representation or warranty made by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described Viewlocity contained in the Private Placement Memorandum for sale Viewlocity Merger Agreement becoming untrue or inaccurate in any jurisdiction. Howevermaterial respect; (v) the failure of Viewlocity to comply with or satisfy in any material respect any covenant, subject condition or agreement to be complied with or satisfied by it under the Viewlocity Merger Agreement and (vi) any change or event having, or which is reasonably likely to have, a Material Adverse Effect on Viewlocity (assuming for purposes of this subsection (vi) that the definition of “Material Adverse Effect” applies to Viewlocity as it applies to the provisions of Section 7.7Company); provided, however, that no such notification shall not relieve either affect the Company representations, warranties, covenants or such Stockholder agreements of their respective the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement. The delivery Company shall promptly provide each Purchaser with copies of all filings made by the Company with the Commission, any notice pursuant to this Section 7.6 shall not be deemed to (i) modify other governmental authority or stock exchange in connection with the representations or warranties hereunder of Transaction Documents and the party delivering such notice, which modification may only be made pursuant to Section 7.7, (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 noticetransactions contemplated hereby.

Notification of Certain Matters. Each Stockholder and the (a) The Company shall give prompt notice to AmPaM upon obtaining knowledge of (i) the occurrence or non-occurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty of the Company or such Stockholder contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Parent and (ii) any material failure of such Stockholder or the Company to comply with or satisfy any covenantSub, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM and Parent and Sub shall give prompt notice to the Company Company, of (ix) 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 AmPaM such party contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing, Effective Time and (iiy) any material failure of AmPaM the Company, Parent or Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reason; and (iv) PROVIDED, HOWEVER, that the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to this Section 7.6 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 7.7, (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. (b) The Company also shall give prompt notice to Parent, and Parent or Sub shall give prompt notice to the Company, of: (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the transactions contemplated by this Agreement; (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement; (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge, threatened against, relating to or involving or otherwise affecting it or any of its Subsidiaries or which relate to the consummation of the transactions contemplated by this Agreement; and (iv) any occurrence of any event having, or which would reasonably be expected to result in a Material Adverse Effect or a material adverse effect on the ability of such party to perform its obligations under this Agreement or consummate the transactions contemplated hereby. (c) Parent and Sub shall give prompt notice to the Company of any material development with respect to the Financing described in the Financing Letter that would reasonably be expected to result in (i) the conditions precedent to the Financing described in the Financing Letter not being satisfied, or (ii) the termination of the Financing Letter by the parties thereto.

Notification of Certain Matters. Each Stockholder and (a) During the Pre-Closing Period, the Company shall give prompt written notice to AmPaM upon obtaining knowledge Acquiror of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence event, condition, fact or nonoccurrence of which would circumstance that could reasonably be likely expected to cause any representation or warranty made by the Company contained in this Agreement or in any of the Company or such Stockholder contained herein other Operative Documents to be untrue or inaccurate in any material respect at (provided that such notice shall be required to be made with respect to any representation or prior to warranty that is made exclusively as of, and that refers specifically to, a specified date only if any event, condition, fact or circumstance results in or evidences the Closing and untruth or inaccuracy of such representation or warranty as of such specified date), (ii) any material failure of such Stockholder or by the Company to comply with or satisfy any covenantobligation, condition agreement or agreement covenant to be complied with or satisfied by it hereunder, (iii) any pending or, to the knowledge of the Company, threatened Legal Proceeding by any Governmental Entity or any other Person (A) concerning any of the Contemplated Transactions, (B) challenging or seeking material damages in connection with this Agreement or any of the Contemplated Transactions, or (C) seeking to restrain or prohibit the consummation of the Merger or any of the Contemplated Transactions or otherwise limit the right of Acquiror or its Subsidiaries to own or operate all or any portion of the businesses or Assets of the Company, and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Article IV impossible or unlikely or that has had or could reasonably be expected to have or result in a Company Material Adverse Effect. (b) At any time during the Primary Period, but not more frequently than once in each calendar month, Acquiror may deliver to the Company a written notice in the form attached hereto as Exhibit C (a “Disclosure Memorandum Update Request”) stating that Acquiror is considering delivering a Secondary Period Election Notice, and requesting that the Company deliver to Acquiror an update to the Disclosure Memorandum (a “Disclosure Memorandum Update”). For purposes of any Disclosure Memorandum Update: (a) the term “as of the date of this Agreement” as used throughout Article 2 shall be deemed to refer to the date on which such person hereunderDisclosure Memorandum Update is delivered by the Company to Acquiror; and (b) the term “Balance Sheet Date” as used in Section 2.6 shall be deemed to refer to the last day of the most recent fiscal quarter of the Company for which financial statements of the Company are available prior to the date on which such Disclosure Memorandum Update is delivered by the Company to Acquiror. AmPaM As soon as practicable following its receipt of a Disclosure Memorandum Update Request, and in any event within ten (10) Business Days after Acquiror delivers a Disclosure Memorandum Update Request to the Company, the Company shall deliver to Acquiror an accurate and complete Disclosure Memorandum Update. Except as otherwise expressly provided herein, no Disclosure Memorandum Update, and no matter disclosed pursuant to Section 6.9(a), shall be deemed to supplement or amend the Disclosure Memorandum for the purpose of, or otherwise be taken into account in, (i) determining the accuracy of any of the representations and warranties made by the Company in this Agreement or in any other Operative Document, (ii) determining whether the Company has complied with its obligations, agreements and covenants under this Agreement or any other Operative Document or (iii) determining whether any condition set forth in Article IV has been satisfied. (c) During the Pre-Closing Period, Acquiror shall give prompt written notice to the Company of (i) any pending or, to the knowledge of Acquiror, threatened Legal Proceeding by any Governmental Entity or any other Person (A) concerning any of the Contemplated Transactions, (B) challenging or seeking material damages in connection with this Agreement or any of the Contemplated Transactions, or (C) seeking to restrain or prohibit the consummation of the Merger or any of the Contemplated Transactions or otherwise limit the right of Acquiror or its Subsidiaries to own or operate all or any portion of the businesses or Assets of the Company, and (ii) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Article V of the Merger Agreement impossible or unlikely. In addition, during the Secondary Period, Acquiror shall give prompt written notice to the Company of (x) the occurrence or non-occurrence nonoccurrence of any event the occurrence event, condition, fact or non-occurrence of which would circumstance that could reasonably be likely expected to cause any representation or warranty of AmPaM made by Acquiror contained herein in this Agreement to be untrue or inaccurate in any material respect at (provided that such notice shall be required to be made with respect to any representation or prior to warranty that is made exclusively as of, and that refers specifically to, a specified date only if any event, condition, fact or circumstance results in or evidences the Closinguntruth or inaccuracy of such representation or warranty as of such specified date), and (iiy) any material failure of AmPaM by Acquiror to comply with or satisfy any covenantobligation, condition agreement or agreement covenant to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reason; and (iv) the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to this Section 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 7.7, (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. Each Stockholder (a) From and after the Company date of this Agreement until the Effective Time, each party hereto shall give prompt notice to AmPaM upon obtaining knowledge promptly notify the other parties hereto of (i) the occurrence occurrence, or non-occurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty of the Company or such Stockholder contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of such Stockholder or the Company to comply with or satisfy any covenantoccurrence, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 reasonably likely to cause any representation or warranty condition to the obligations of AmPaM contained herein any party to effect the Merger not to be untrue satisfied, or inaccurate in any material respect at or prior to the Closing, (ii) any material the failure of AmPaM the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; pursuant to this Agreement which would be reasonably likely to result in any condition to the obligations of any party to effect the Merger not to be satisfied. (b) The Company shall give prompt notice to Parent of 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 the Company subsequent to the date of this Agreement and prior to the Effective Time, under any contract material to the general affairs, management, business, operations, assets or condition (financial or otherwise) or prospects of the Company and shall keep Parent and Merger Sub informed of all non-routine actions the Company intends to take in connection with any Environmental Law and all actions shall be on terms and conditions reasonably satisfactory to Parent and Merger Sub. Each of the Company and Parent shall give prompt notice to the other party of (i) 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 Merger or other transactions contemplated hereby, (ii) any change or prospective change that is likely to have, respectively, a Company Material Adverse Effect or Parent Material Adverse Effect or (iii) any termination the occurrence or existence of any Other Agreement for event which would, with the passage of time or otherwise, make any reason; and (iv) the issuance by the SEC representation or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreementwarranty contained herein untrue. The delivery of any notice pursuant to this Section 7.6 6.07(a) shall not be deemed to (i) modify be an amendment of this Agreement or any Section in the representations Company Disclosure Schedule and shall not cure any breach of any representation or warranties hereunder warranty requiring disclosure of such matter prior to the party delivering such notice, which modification may only be made date of this Agreement. No delivery of any notice pursuant to this Section 7.7, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) 6.07 shall limit or otherwise affect the remedies available hereunder to the party receiving such notice, including the rights of Parent under Section 7.02(a) and those of the Company under Section 7.03(a), in the event that a representation or warranty made by the Company or Parent herein shall not be true and correct (giving effect to any standards of materiality set forth in such Sections) as of the date hereof or as of the date when made (if a different date) and as of the Effective Time.

Notification of Certain Matters. Each Stockholder From the date hereof through the --------------------------------- Effective Date, the Company and the Company Principals shall give prompt written notice to AmPaM upon obtaining knowledge the Acquisition Companies, and the Acquisition Companies shall give prompt written notice to the Company and the Principals, of (ia) the occurrence occurrence, or non-occurrence failure to occur, of any event the occurrence or nonoccurrence of event, which would be likely to cause any representation or warranty of the Company contained in this Agreement, or in any exhibit or schedule hereto, and made by such Stockholder contained herein party, to be untrue or inaccurate in any material respect at or prior to the Closing Effective Time, and (iib) any material failure of such Stockholder the Company or the Company Principals, or the Acquisition Companies, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) under this Agreement or any termination exhibit or schedule hereto. The Company and the Principals shall promptly notify the Acquisition Companies in writing of any Other Agreement for Default by any reason; and (iv) such party, the issuance by the SEC threat or commencement of any material Action, or any state securities regulatory authority of material development that occurs before the Effective Time that could affect the Company, its Subsidiaries, the Shareholders, the Assets or the Business. If at any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject time prior to the provisions of Section 7.7Effective Time, such notification shall not relieve either the Company or such Stockholder any Principal shall have actual knowledge that any representation or warranty contained in this Agreement or in any exhibit or schedule hereto and made by either of their respective obligations under the Company or any Principal is untrue or inaccurate in any material respect, the Company or the Principal(s), as applicable, shall notify the Acquisition Companies. Further, if at any time prior to the Effective Time, the Acquisition Companies shall have actual knowledge that any representation or warranty contained in this AgreementAgreement or in any exhibit or schedule hereto and made by either of the Acquisition Companies is untrue or inaccurate in any material respect, Pulse shall notify the Company and the Principals thereof. The delivery giving of any notice notice, the providing of any disclosure, modification of any schedule or any other action taken pursuant hereto prior to this Section 7.6 or at the Effective Time shall not be deemed to (i) modify the representations cure any breach of a representation, warranty, covenant or warranties hereunder agreement to satisfy any condition or to cause or result in a waiver or limitation of the party delivering such notice, which modification may only be made any right to indemnification pursuant to Section 7.7, (ii) modify Article XI following the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such noticeClosing.

Notification of Certain Matters. Each Stockholder and the Company shall give prompt notice to AmPaM upon obtaining knowledge (a) The Purchaser shall, with reasonable promptness, notify Sellers in writing of (i) the occurrence or non-occurrence any breach of any event the occurrence or nonoccurrence of which would be likely to cause any a representation or warranty of the Company or such Stockholder contained herein in ARTICLE III that would result in any condition set forth in Section 5.3(a) not to be untrue or inaccurate in any material respect at or prior to the Closing and satisfied, (ii) any material the failure of such Stockholder or the Company Purchaser to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder that would result in the nonfulfillment of any condition to Sellers’ obligations hereunder; , (iii) any termination Purchaser’s receipt of any Other Agreement for notice or other communication from any reason; Person alleging the consent of such Person is or may be required in connection with the Transaction, and (iv) the issuance by the SEC or any state securities regulatory authority of any issuance of Proceeding pending or threatened issuance against any of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject Purchaser and its Affiliates relating to the provisions of Section 7.7Transaction, provided, however, that failure to give such notification notice shall not relieve either affect the Company or indemnification provided hereunder except to the extent Sellers as the indemnifying Party shall have been actually and materially prejudiced as a result of such Stockholder failure. (b) The Sellers shall, with reasonable promptness, notify the Purchaser in writing of their respective obligations under this Agreement. The delivery of any notice pursuant to this Section 7.6 shall not be deemed to (i) modify the representations any breach of a representation or warranties hereunder of the party delivering such notice, which modification may only warranty in ARTICLE II that would result in any conditions set forth in Section 5.2(a) not to be made pursuant to Section 7.7satisfied, (ii) modify the conditions set forth in Sections 8 and 9occurrence of a Material Adverse Effect, or (iii) limit the failure of the Sellers or otherwise the Company to comply with or satisfy any covenant or agreement to be complied with or satisfied hereunder which would result in the nonfulfillment of any condition to the Purchaser’s obligations hereunder, (iv) the Sellers’ or the Company’s receipt of any notice or other communication from any Person alleging the consent of such Person is or may be required in connection with the Transaction, and (v) any Proceeding pending or threatened against Sellers or the Company or any of their Affiliates relating to the Transaction, provided, however, that failure to give such notice shall not affect the remedies available indemnification provided hereunder except to the party receiving extent Purchaser as the indemnifying Party shall have been actually and materially prejudiced as a result of such noticefailure.

Notification of Certain Matters. Each Stockholder (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Appointment Time, the Company shall give prompt notice to AmPaM Parent and Acquisition Sub upon obtaining knowledge of (i) the occurrence or non-occurrence of any event the occurrence or nonoccurrence of which would be likely to cause becoming aware that any representation or warranty of the Company or such Stockholder contained herein to be made by it in this Agreement has become untrue or inaccurate in any material respect at respect, or prior to the Closing and (ii) of any material failure of such Stockholder or the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reason; and (iv) the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale under this Agreement, in any jurisdiction. However, subject such case if and only to the provisions extent that such untruth or inaccuracy, or such failure, would reasonably be expected to prevent or materially delay the consummation of Section 7.7, such notification shall not relieve either the transactions contemplated by this Agreement (including the Offer and the Merger) or the ability of the Company or such Stockholder of their respective to fully perform its covenants and obligations under this Agreement. The delivery ; provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or the conditions to the obligations of Parent and Acquisition Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided further, that the terms and conditions of the Confidentiality Agreement shall apply to any notice information provided to Parent pursuant to this Section 7.6 7.13(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Appointment Time, Parent shall not give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Acquisition Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Acquisition Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in any such case if and only to the extent that such untruth or inaccuracy, or such failure, would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement (including the Offer and the Merger) or the ability of Parent and Acquisition Sub to fully perform their respective covenants and obligations under this Agreement; provided, however, that no such notification shall affect or be deemed to (i) modify the representations any representation or warranties hereunder warranty of the party delivering such notice, which modification may only be made pursuant to Section 7.7, (ii) modify the conditions Parent or Acquisition Sub set forth in Sections 8 and 9, this Agreement or (iii) limit the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or otherwise affect the remedies available hereunder to the party receiving such noticeparties hereunder; and provided further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 7.13(b).

Notification of Certain Matters. Each Stockholder and From the date hereof until the Closing Date, the Company shall give prompt notice promptly notify Parent after becoming aware of: (a) any Company Material Adverse Effect. For purposes of this Agreement, “Company Material Adverse Effect” means any material adverse change, event, circumstance or development with respect to, or that does or could reasonably be expected to AmPaM upon obtaining knowledge have a material adverse effect on, the business, operations, assets, liabilities, employee relationships, earnings or results of operations, business or condition (i) the occurrence financial or non-occurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty otherwise), of the Company or any of its Subsidiaries, provided, that no change, circumstance, effect, event or fact shall be deemed (individually or in the aggregate) to constitute, nor shall any of the foregoing be taken into account in determining whether there has been a Material Adverse Effect, to the extent that such Stockholder contained herein change, circumstance, effect, event or fact results from, arises out of or relates to be untrue (i) a general deterioration of the economy or inaccurate of the economic conditions prevalent in the industry in which the Company operates, in any material respect at or prior such case to the Closing and extent that such conditions or changes do not affect the Company in a disproportionate manner relative to other participants in the industries in which the Company conducts business; (ii) any material failure the outbreak or escalation of such Stockholder hostilities involving the United States, the declaration by the United States of a national emergency or war or the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence other calamity or non-occurrence crisis, including acts of which would be likely to cause any representation or warranty of AmPaM contained herein to be untrue or inaccurate in any material respect at or prior terrorism to the Closing, (ii) any material failure of AmPaM extent that such conditions do not affect the Company in a disproportionate manner relative to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderother participants in the industries in which the Company conducts business; (iii) any termination the disclosure of any Other Agreement for any reasonthe fact that Parent is the prospective acquirer of the Company; and (iv) the issuance execution and delivery of this Agreement, the Escrow Agreement, the Exchange Agent Agreement and any other agreements contemplated hereby (the “Transaction Documents“), or the announcement, disclosure or pendency of the transactions contemplated by the SEC any Transaction Document; (v) any change in accounting requirements or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either principles imposed upon the Company or such Stockholder its business or any change in Applicable Laws or GAAP, or the interpretation thereof; (vi) actions taken by Parent or any of their respective obligations under its Affiliates; (vii) any action that is taken, or any failure to take action, by the Company, which Parent has requested in writing or is otherwise required to comply with this Agreement. The delivery ; or (viii) the failure of the Company to meet any notice pursuant to this Section 7.6 shall not projections or forecasts (it being understood that the underlying cause of, and the facts, circumstances or occurrences giving rise or contributing to, such failure may be deemed to constitute a “Company Material Adverse Effect” (iunless otherwise excluded by this definition) modify the representations and may be taken into account in determining whether there has been, is or warranties hereunder of the party delivering such notice, which modification may only would be made pursuant to Section 7.7, (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.a Company Material Adverse Effect);

Notification of Certain Matters. Each Stockholder (a) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall give prompt notice to AmPaM Parent and Acquisition Sub upon obtaining knowledge of (i) the occurrence or non-occurrence of any event the occurrence or nonoccurrence of which would be likely to cause becoming aware that any representation or warranty of the Company or such Stockholder contained herein to be made by it in this Agreement has become untrue or inaccurate in any material respect at respect, or prior to the Closing and (ii) of any material failure of such Stockholder or the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reason; and (iv) the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale under this Agreement, in any jurisdiction. However, subject such case if and only to the provisions extent that such untruth or inaccuracy, or such failure, would reasonably be expected to cause any of the conditions to the obligations of Parent and Acquisition Sub to consummate the transactions contemplated hereby set forth in Section 7.77.2(a) and Section 7.2(b) to not be satisfied at the Closing; provided, however, that no such notification shall not relieve either affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or such Stockholder the conditions to the obligations of their respective obligations under Parent and Acquisition Sub to consummate the transactions contemplated by this Agreement. The delivery Agreement or the remedies available to the parties hereunder; and provided further, that the terms and conditions of the Confidentiality Agreement shall apply to any notice information provided to Parent pursuant to this Section 7.6 6.14(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or Acquisition Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of Parent or Acquisition Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in any such case if and only to the extent that such untruth or inaccuracy, or such failure, would reasonably be expected to cause any of the conditions to the obligations of the Company to consummate the transactions contemplated hereby set forth in Section 7.3(a) and Section 7.3(b) to not be satisfied at the Closing; provided, however, that no such notification shall affect or be deemed to (i) modify the representations any representation or warranties hereunder warranty of the party delivering such notice, which modification may only be made pursuant to Section 7.7, (ii) modify the conditions Parent or Acquisition Sub set forth in Sections 8 and 9, this Agreement or (iii) limit the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or otherwise affect the remedies available hereunder to the parties hereunder; and provided further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to the Company pursuant to this Section 6.14(b). (c) No investigation pursuant to this Section 6.14 shall affect any representation or warranty in this Agreement of any party receiving such noticehereto or any condition to the obligations of the parties hereto.

Notification of Certain Matters. (a) Each Stockholder and of the Company and Acquiror shall give prompt notice to AmPaM upon obtaining knowledge promptly notify the other of (i) any written notice or other communication received by such Party (or, to the occurrence Company’s knowledge, by any of its Affiliates or non-occurrence Representatives) from any person alleging that the consent of such person is or may be required in connection with the Merger, if the failure to obtain such consent would reasonably be expected to materially affect, impede or impair the consummation of the Merger and (ii) any event Legal Proceedings commenced or, to such Party’s knowledge, threatened against, the occurrence Company or nonoccurrence Acquiror or any of which their respective Affiliates, that seek to materially impede or delay the consummation of the Merger, or that make allegations that, if true, would reasonably be likely expected to cause have, individually or in the aggregate, a Company Material Adverse Effect or an Acquiror Material Adverse Effect. (b) The Company shall promptly notify Acquiror of (i) any inaccuracy of any representation or warranty of the Company or such Stockholder contained herein to be untrue or inaccurate in any material respect at or prior to any time during the Closing term hereof and (ii) any material failure of such Stockholder or the Company (or its Subsidiaries) to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reason; , in each case if and (iv) the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject only to the provisions of Section 7.7extent that such inaccuracy, such notification shall not relieve either the Company or such Stockholder failure, would reasonably be expected to cause the condition to the obligations of their respective obligations under this AgreementAcquiror and Merger Sub to consummate the transactions contemplated hereby set forth in Section 7.2(b) to fail to be satisfied. The For the avoidance of doubt, the delivery of any notice pursuant to this Section 7.6 6.16(b) shall not affect or be deemed to modify any representation or warranty (or cure any inaccuracy thereof) of the Company set forth in this Agreement or the conditions to the obligations of Acquiror and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the Parties hereunder. (c) Acquiror shall promptly notify the Company of (i) modify any inaccuracy of any representation or warranty of Acquiror or Merger Sub contained herein in any material respect at any time during the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.7, term hereof and (ii) modify any failure of Acquiror or Merger Sub to comply with or satisfy in any material respect any covenant or agreement to be complied with or satisfied by it hereunder, in each case if and only to the conditions extent that such inaccuracy, or such failure, would reasonably be expected to cause the condition to the obligations of Acquiror and Merger Sub to consummate the transactions contemplated hereby set forth in Sections 8 and 9Section 7.3(b) to fail to be satisfied. For the avoidance of doubt, the delivery of any notice pursuant to this Section 6.16(c) shall not affect or (iii) limit be deemed to modify any representation or otherwise affect warranty of Acquiror or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available hereunder to the party receiving such noticeParties hereunder.

Notification of Certain Matters. Each Stockholder of Parent and the Company shall give will provide the other with prompt written notice to AmPaM upon any officer of such party obtaining knowledge Knowledge of any event, development or condition that: (i) would cause any of such party’s representations and warranties to become untrue or misleading or which may affect its ability to consummate the transactions contemplated by this Agreement; (ii) had it existed or been known on the date hereof would have been required to be disclosed under this Agreement; (iii) gives such party any reason to believe that any of the conditions set forth in Article VII will not be satisfied; (iv) is of a nature that is or may be materially adverse to the operations, prospects or condition (financial or otherwise) of Parent or the Company; or (v) would require any amendment or supplement to the Information Statement. The parties shall have the obligation to periodically supplement or amend the Company Disclosure Schedule and Parent Disclosure Schedules (the “Disclosure Schedules”) with respect to any matter hereafter arising or discovered of which any such party has Knowledge which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules. The obligations of the parties to amend or supplement the Disclosure Schedules shall terminate on the Closing Date. Notwithstanding any such amendment or supplementation, for purposes of Sections 7.2(a), 7.3(a), 8.3, 8.4 and 10.2, the representations and warranties of the parties shall be made with reference to the Disclosure Schedules as they exist at the time of execution of this Agreement. Each of the Company and Parent agrees to use commercially reasonable efforts to remedy (y) the occurrence or non-occurrence failure to occur of any event the of which any officer of such party has Knowledge, which occurrence or nonoccurrence of which failure to occur would reasonably be likely expected to cause any representation of the representations or warranty warranties of the Company or such Stockholder contained herein Parent, as the case may be, in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Effective Time, and (iiz) any material failure on the part of such Stockholder or the Company or Parent, as the case may be, to comply with or satisfy any covenant, agreement or condition or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it thereby hereunder; (iii) any termination of any Other Agreement for any reason; and (iv) provided, however, that the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to this Section 7.6 6.4 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 7.7, (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. Each Stockholder (a) The Company shall (i) give prompt written notice to Purchaser of any written notice or other written communication from any Person alleging that the consent of such Person which is or may be required in connection with the transactions contemplated by this Agreement is not likely to be obtained prior to Closing, if the failure to obtain such consent would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (ii) facilitate adding such individuals as designated by Purchaser to the electronic notification system such that the designated individuals will receive electronic notice of the entry of any Bankruptcy Court Order. (b) To the extent permitted by applicable Law, (i) the Company shall give prompt notice to AmPaM upon obtaining knowledge Purchaser of the commencement of any investigation, inquiry or review by any Governmental Entity with respect to the Company or its Subsidiaries which would reasonably be expected to be adverse and material to the Company and its Subsidiaries taken as a whole or would materially impair the ability of the Company to consummate the transactions contemplated hereby or perform its obligations hereunder, and (iii) the occurrence or non-occurrence Company shall give prompt notice to Purchaser, and Purchaser shall give written prompt notice to the Company, of any event the occurrence or nonoccurrence of which circumstance that would be likely to cause result in any representation or warranty of the Company or such Stockholder contained herein to be Purchaser, as applicable, being untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of such Stockholder or the Company to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reason; and (iv) the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or Purchaser, as applicable, not being performed or complied with such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to this Section 7.6 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering that, in each such noticecase, which modification may only be made pursuant to Section 7.7, (ii) modify the conditions set forth in Sections 8 and 9ARTICLE VI or ARTICLE VII, as applicable, would not be satisfied if such event or circumstance existed on the Closing Date. (c) No information received by a party pursuant to this Section 4.5 nor any information received or learned by a party or any of its representatives pursuant to an investigation made under this Section 4.5 shall be deemed to (A) qualify, modify, amend or otherwise affect any representations, warranties, conditions, covenants or other agreements of the other party set forth in this Agreement, (B) amend or otherwise supplement the information set forth in the Company Disclosure Letter, (C) limit or restrict the remedies available to such party under this Agreement, applicable Law or otherwise arising out of a breach of this Agreement, or (iiiD) limit or otherwise affect restrict the remedies available hereunder ability of such party to invoke or rely on, or effect the satisfaction of, the conditions to the obligations of such party receiving such noticeto consummate the transactions contemplated by this Agreement set forth in ARTICLE VI or ARTICLE VII, as applicable.

Notification of Certain Matters. Each Stockholder (a) Between the date hereof and the Company shall give prompt notice to AmPaM upon obtaining knowledge of (i) the occurrence or non-occurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty of Effective Time, the Company will confer in good faith on a regular basis with one or such Stockholder contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure more representatives of such Stockholder or the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM shall give prompt notice Parent designated to the Company regarding satisfaction of (i) the occurrence or non-occurrence conditions to Closing set forth in Article VI of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reason; and (iv) the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The Company acknowledges that Parent does not and will not waive any rights it may have under this Agreement as a result of such consultations. (b) Between the date hereof and the Effective Time, Parent will confer in good faith on a regular basis with one or more representatives of the Company designated to Parent regarding satisfaction of the conditions to Closing set forth in Article VI of this Agreement. Parent acknowledges that the Company does not and will not waive any rights it may have under this Agreement as a result of such consultations. (c) If any event or matter arises after the date of this Agreement which, if existing or occurring at the date of this Agreement, (i) would have been required to be set forth or described by the Company in the Company Disclosure Letter or by Parent in the Parent Disclosure Letter or (ii) would have caused a representation or warranty in Article III or Article IV hereof, as applicable, to be violated as of such date, then the Company or Parent, as applicable, shall, for informational purposes only, deliver to Parent or the Company, as applicable, the Company Disclosure Letter or the Parent Disclosure Letter, as applicable, updated to reflect such event or matter on or before the first business day following the 45th day after the end of each fiscal quarter prior to the Effective Time and at the Effective Time (the last such delivery being made as of any notice pursuant to this Section 7.6 the Effective Time); provided, however, that such supplemental disclosure shall not be deemed required to (i) modify disclose any such event or matter, and the Company Disclosure Letter or the Parent Disclosure Letter, as applicable, shall not be required to be updated, in either case, with respect to representations or warranties hereunder that are expressly made as of a specific date. Notwithstanding the foregoing, if any event or matter arises after the date of this Agreement that has had, or would reasonably be expected to have, a Company Material Adverse Effect or a Parent Material Adverse Effect, the Company or Parent, as applicable, shall promptly after becoming aware of such event or matter communicate the occurrence of such event or matter to Parent or the Company, as applicable, and in any event shall communicate such event or matter to the Company or Parent, as applicable, in writing within ten days of such party's first becoming aware of such event or matter. The Company shall use reasonable best efforts to furnish to Parent within thirty days following the end of each calendar month notification of any pending or threatened bankruptcy or similar proceeding known to the Company involving any party delivering such notice, which modification may only be made pursuant to any Company Material Contract. Parent shall use reasonable best efforts to furnish to the Company within thirty days following the end of each calendar month notification of any pending or threatened bankruptcy or similar proceeding known to Parent involving any party to any Parent Material Contract. Failure to comply with this Section 7.7, (ii5.4(c) modify shall not result in a failure by the Company to satisfy the conditions set forth in Sections 8 6.2(b) or 6.2(c) unless the event or matter giving rise to the obligation to amend or supplement hereunder involves a breach of a representation or warranty hereunder which results in a failure to satisfy the condition set forth in Section 6.2(a) and 9which breach is incurable or has not been cured in all material respects as contemplated by Section 7.1(i). Failure to comply with this Section 5.4(c) shall not result in a failure by Parent to satisfy the conditions set forth in Sections 6.3(b) or 6.3(c) unless the event or matter giving rise to the obligation to amend or supplement hereunder involves a breach of a representation or warranty hereunder which results in a failure to satisfy the condition set forth in Section 6.3(a) and which breach is incurable or has not been cured in all material respects as contemplated by Section 7.1(j). Except as set forth in the two preceding sentences, or (iiithe parties' obligations under this Section 5.4(c) and the disclosure of any matter in accordance with the provisions of this Section 5.4(c) shall not limit or otherwise affect the remedies available hereunder to the party receiving such noticedisclosure and shall not be deemed to cure any breach or inaccuracy of any representation or warranty made in this Agreement.

Notification of Certain Matters. Each Stockholder and the (a) The Company shall give prompt notice to AmPaM upon obtaining knowledge Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence occurrence, of any event the occurrence occurrence, or nonoccurrence non-occurrence, of which would be likely to cause results in any representation or warranty of the Company or such Stockholder 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 or Material Adverse Effect, then untrue or inaccurate in any respect) and (ii) any material failure of such Stockholder the Company, Parent or Merger Sub, as the Company case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reason; and (iv) provided, however, that the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to -------- ------- this Section 7.6 5.12 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 7.7, (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. (b) Each of the Company and Parent shall give prompt notice to the other of (i) any notice or other communication from any Person alleging that the Approval of such Person is or may be required in connection with the Merger or the Related Agreements, (ii) any notice or other communication from any Governmental Authority in connection with the Merger or the Related Agreements, (iii) any Litigation, relating to or involving or otherwise affecting the Company or its Subsidiaries or Parent that relates to the Merger or the Related Agreements; (iv) the occurrence of a default or event that, with notice or lapse of time or both, will become a default under any Material Agreement of the Company; and (v) any change that could reasonably be expected to have a Material Adverse Effect on the Company or Parent or is likely to delay or impede the ability of either Parent or the Company to consummate the transactions contemplated by this Agreement or the Related Agreements or to fulfill their respective obligations set forth herein or therein. (c) Each of the Company and Parent shall give (or shall cause their respective Subsidiaries to give) any notices to third Persons, and use, and cause their respective Subsidiaries to use, its reasonable best efforts to obtain any consents from third Persons (i) necessary, proper or advisable to consummate the transactions contemplated by this Agreement, (ii) otherwise required under any Contracts in connection with the consummation of the transactions contemplated hereby or (iii) required to prevent a Material Adverse Effect on the Company or Parent from occurring. If any party shall fail to obtain any such consent from a third Person, such party shall use its reasonable best efforts, and will take any such actions reasonably requested by the other parties, to limit the adverse effect upon the Company and Parent, their respective Subsidiaries, and their respective businesses resulting, or which would result after the Effective Time, from the failure to obtain such consent.

Notification of Certain Matters. Each Stockholder and Except as prohibited by Law, the Company shall give prompt notice to AmPaM upon obtaining knowledge promptly notify Buyer in writing of: (a) any inaccuracy of (i) the occurrence or non-occurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty of the Company or such Stockholder contained herein to in this Agreement that could reasonably be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of such Stockholder or the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 expected to cause any representation or warranty of AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reason; and (iv) the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to this Section 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 7.7, (ii) modify the conditions set forth in Sections 8 and 9Article VII hereof not to be satisfied; (b) the failure of the Company to perform in any material respect any obligation to be performed by it under this Agreement; (c) any notice or other communication from any Person alleging that notice to or consent of such Person is required in connection with the transactions contemplated by this Agreement; (d) any notice or other communication from any customer, distributor or reseller to the effect that such customer, distributor or reseller is terminating, failing to renew, or otherwise materially adversely modifying its relationship with the Company or any of its Affiliates as a result of the transactions contemplated by this Agreement; (iiie) limit any material notice or other material communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, and a copy of any such notice or communication shall be furnished to Buyer, together with the Company’s written notice; (f) any filing or notice made by the Company with any Governmental Authority in connection with the transactions contemplated by this Agreement, and a copy of any such filing or notice shall be furnished to Buyer together with the Company’s written notice; (g) any actions, suits, claims, investigations or proceedings commenced or threatened against, relating to or involving or otherwise affecting the Company or any of its Affiliates or that relate to the consummation of the transactions contemplated by this Agreement; and (h) the occurrence of any matters or events that individually or in the aggregate could be reasonably likely to result in any condition to the transactions contemplated hereby and set forth in Article VII hereof not being satisfied; provided, however, that no such notification shall operate as a waiver or otherwise affect any representation, warranty, covenant, agreement or other provision in this Agreement, or the obligations of Seller and the Company (or remedies available hereunder with respect thereto) or the conditions to the party receiving obligations of Seller and the Company under this Agreement. provided, however, that no such noticenotification shall operate as a waiver or otherwise affect any representation, warranty, covenant, agreement or other provision in this Agreement, or the obligations of Seller and the Company (or remedies with respect thereto) or the conditions to the obligations of Seller and the Company under this Agreement.

Notification of Certain Matters. Each Stockholder and (a) To the extent permitted by applicable Law, the Company and Parent shall give prompt notice to AmPaM upon obtaining knowledge promptly notify each other of (ia) any written notice or other written communication received by such party from any Governmental Entity in connection with the occurrence transactions contemplated hereby or non-occurrence from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby, (b) any event other written notice or written communication from any Governmental Entity in connection with the occurrence transactions contemplated hereby, or nonoccurrence (c) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which would be likely to cause any representation or warranty of the Company or such Stockholder contained herein to be untrue or inaccurate in any material respect at or prior relate to the Closing and (ii) any material failure of such Stockholder or the Company to comply with or satisfy any covenanttransactions contemplated hereby; provided, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closinghowever, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reason; and (iv) the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, that no such notification shall not relieve affect any of the representations, warranties, covenants, rights or remedies, or the conditions to the obligations of, the parties hereunder; and provided further that any delay by either the Company or Parent in providing such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to this Section 7.6 shall not be deemed to be a breach hereof except to the extent such delay gives rise to a material liability to the Company or to Parent. (b) The Company will keep Parent and Xxxxxx Sub informed on a reasonably current basis of any material developments (including the occurrence of any serious adverse event), substantive meetings (including videoconferences or calls), conferences, discussions or negotiations with any Governmental Entity relating to the Products. Without limiting the generality of the foregoing, to the extent permitted by applicable Law, the Company will (i) modify promptly inform Xxxxxx, as reasonably in advance as practicable under the representations circumstances, of any material substantive meetings (including videoconferences or warranties hereunder calls), conferences, written filings, written submissions, discussions, negotiations, written correspondence or other activities or written communications made by or on behalf of the party delivering such noticeCompany or any of its Subsidiaries or any of their respective contract manufacturing organizations, which modification may only be made pursuant contract research organizations or other Collaboration Partners to, between or with the FDA, the European Medicines Agency (“EMA”) or any other Governmental Entity performing functions similar to Section 7.7those performed by the FDA or EMA relating to any Product, (ii) modify promptly furnish Parent with all such substantive filings, submissions, and written correspondence and written communications, and (iii) without limiting the conditions restrictions set forth in Sections 8 and 9Section 6.1, promptly inform Parent of any material change to any study protocol, adding any new trial, making any material change to a manufacturing plan or process, making any material change to a development timeline or plan, or (iii) limit initiating or otherwise affect making any material change to any Product. Prior to attending any such meeting, or responding to or making any such communication with respect to any of the remedies available hereunder to foregoing, the party receiving Company shall, and shall, as necessary, direct its Representatives to, consult with Parent and consider in good faith the views and comments of Parent in connection with, and reasonably in advance of, any such noticemeeting or communication.

Notification of Certain Matters. Each Stockholder and the The Company shall give prompt notice to AmPaM upon obtaining knowledge Parent if any of the following occurs after the date of this Agreement: (i) any notice of, or other communication relating to, a material default or Event which, with notice or lapse of time or both, would become a material default under any Significant Contract; (ii) receipt of any notice or other communication in writing from any person alleging that the occurrence Consent of such person is or non-may be required in connection with the transactions contemplated by this Agreement (other than a Consent disclosed pursuant to Sections 2.5 or 2.6 or not required to be disclosed pursuant to the terms of such sections); (iii) receipt of any material notice or other communication from any Governmental Authority (including, but not limited to, the NYSE or any other securities exchange) in connection with the transactions contemplated by this Agreement; (iv) the occurrence of any event Event or Events which, individually or in the occurrence aggregate, would have a Company Material Adverse Effect; (v) the commencement or nonoccurrence threat of which would be likely any Litigation involving or affecting the Company or any Company Subsidiary, or any of their respective properties or assets, or, to cause its knowledge, any representation employee, agent, director or warranty officer of the Company or any Company Subsidiary, in his or her capacity as such Stockholder contained herein or as a fiduciary under a Benefit Plan of the Company, which, if pending on the date hereof, would have been required to be untrue have been disclosed in or inaccurate in pursuant to this Agreement or which relates to the consummation of the Merger, or any material respect at development in connection with any Litigation disclosed by the Company in or pursuant to this Agreement or the Company Securities Filings; (vi) the occurrence of any Event that causes or is reasonably likely to cause a breach by the Company of any provision of this Agreement; and (vii) the occurrence of any Event that occurred prior to the Closing date of this Agreement that would have a Company Material Adverse Effect. If the Company receives an administrative or other order or notification relating to any violation or claimed violation of the rules and (ii) regulations of any material failure Governmental Authority that could affect the ability of such Stockholder Parent, Merger Sub or the Company to comply with consummate the transactions contemplated hereby, or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM shall give prompt notice to should the Company of (i) the occurrence or non-occurrence become aware of any event the occurrence fact including any change in law or non-occurrence of which would be regulations (or any interpretation thereof) that is reasonably likely to cause any representation such Governmental Authority to withhold its Consent to or warranty approval of AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the ClosingMerger and the transactions contemplated hereby, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reason; and (iv) the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or shall promptly notify the Parent and the Company shall use commercially reasonable efforts to take such Stockholder of their respective obligations under steps as may be necessary to remove any such impediment to consummate the transactions contemplated by this Agreement. The delivery of any notice pursuant to this Section 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 7.7, (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. Each Stockholder The Company shall give ------------------------------- prompt notice to Parent if any of the following occurs after the date of this Agreement: (i) any notice of, or other communication relating to, a material default or Event which, with notice or lapse of time or both, would become a material default under any Significant Contract; (ii) receipt of any notice or other communication in writing from any person alleging that the Consent of such person is or may be required in connection with the transactions contemplated by this Agreement (other than a Consent disclosed pursuant to Sections 2.5 or 2.6 or not required to be disclosed pursuant to the terms of such sections); (iii) amend or waive any of the provisions of the Voting Agreements, the Miscellaneous Agreement, the Xxxxxxx Non-Compete Agreement or the Severance Agreement; receipt of any material notice or other communication from any Governmental Authority (including, but not limited to, the NYSE or any other securities exchange) in connection with the transactions contemplated by this Agreement; (iv) the occurrence of any Event or Events which, individually or in the aggregate, would have a Company Material Adverse Effect; (v) the commencement or threat of any Litigation involving or affecting the Company or any Company Subsidiary, or any of their respective properties or assets, or, to its knowledge, any employee, agent, director or officer of the Company or any Company Subsidiary, in his or her capacity as such or as a fiduciary under a Benefit Plan of the Company, which, if pending on the date hereof, would have been required to have been disclosed in or pursuant to this Agreement or which relates to the consummation of the Merger, or any material development in connection with any Litigation disclosed by the Company in or pursuant to this Agreement or the Company Securities Filings; (vi) the occurrence of any Event that causes or is reasonably likely to cause a breach by the Company of any provision of this Agreement; and (vii) the occurrence of any Event that occurred prior to the date of this Agreement that would have a Company Material Adverse Effect. If the Company receives an administrative or other order or notification relating to any violation or claimed violation of the rules and regulations of any Governmental Authority that could affect the ability of Parent, Merger Sub or the Company to consummate the transactions contemplated hereby, or should the Company become aware of any fact including any change in law or regulations (or any interpretation thereof) that is reasonably likely to cause such Governmental Authority to withhold its Consent to or approval of the Merger and the transactions contemplated hereby, the Company shall promptly notify the Parent and the Company shall give prompt notice use commercially reasonable efforts to AmPaM upon obtaining knowledge of (i) take such steps as may be necessary to remove any such impediment to consummate the occurrence or non-occurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty of the Company or such Stockholder contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of such Stockholder or the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied transactions contemplated by such person hereunder. AmPaM 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reason; and (iv) the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to this Section 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 7.7, (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. Each Stockholder and (a) During the Pre-Closing Period, the Company shall give prompt notice to AmPaM upon obtaining knowledge Parent and the Buyers of (i) the occurrence or non-occurrence of any event that results in the occurrence breach of any representation, warranty, covenant or nonoccurrence of which would be likely to cause any representation or warranty agreement of the Company or any of its Subsidiaries herein such Stockholder that any closing condition contained herein to in Section 7.2(a) or Section 7.2(b) would not be untrue or inaccurate in any material respect at or prior to satisfied (assuming that the Closing and (iiwere to occur at such time); provided, however, that the delivery of any notice pursuant to this Section 6.7(a) any material failure of such Stockholder shall not limit or otherwise affect the remedies available to Parent or the Company to comply with or satisfy any covenantBuyers hereunder. (b) During the Pre-Closing Period, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM Parent and the Buyers shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event that results in the occurrence or non-occurrence breach of which would be likely to cause any representation or warranty of AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closingrepresentation, (ii) any material failure of AmPaM to comply with or satisfy any covenantwarranty, condition covenant or agreement of Parent or the Buyers herein such that any closing condition contained in Section 7.3(a) or Section 7.3(b) would not be satisfied (assuming that the Closing were to be complied with or satisfied by it hereunderoccur at such time); (iii) any termination of any Other Agreement for any reason; and (iv) provided, however, that the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to this Section 7.6 6.7(b) 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 7.7, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the Company hereunder. (c) During the Pre-Closing Period, each of the Sellers, on the one hand, and Parent and the Buyers, on the other hand, shall give prompt notice to the other of (i) any notice or other communication from any Person alleging that the authorization, license, permit, consent, waiver or approval of such Person is or may be required in connection with this Agreement, the other Transaction Documents and the transactions contemplated hereby or thereby, (ii) any notice or other communication from any Governmental Authority in connection with this Agreement, the other Transaction Documents and the transactions contemplated hereby or thereby and (iii) any claim relating to or involving or otherwise affecting such party receiving such noticethat relates to this Agreement, the other Transaction Documents and the transactions contemplated hereby or thereby. (d) During the Pre-Closing Period, the Company shall give prompt notice to Parent and the Buyers of any fact, event, change, development, circumstance or effect occurring after the date hereof (or of which it became aware after the date hereof) that has had or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (e) During the Pre-Closing Period, Parent and the Buyers shall give prompt notice to the Company of any fact, event, change, development, circumstance or effect occurring after the date hereof (or of which it became aware after the date hereof) that has had or could reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Notification of Certain Matters. Each Stockholder and the The Company shall give prompt notice to AmPaM upon obtaining knowledge the Parent, and the Parent shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence nonoccurrence, of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty of the Company or such Stockholder 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 by such Stockholder party (or the Company to comply with or satisfy any covenantMerger Sub, condition or agreement to be complied with or satisfied by such person hereunder. AmPaM shall give prompt notice to in the Company case of (ithe Parent) 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 AmPaM contained herein to be untrue or inaccurate in any material respect at or prior to the Closing, (ii) any material failure of AmPaM to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii) any termination of any Other Agreement for any reason; and (iv) provided, however, that the issuance by the SEC or any state securities regulatory authority of any issuance of or threatened issuance of any order challenging the availability of an exemption from registration or suspending the qualification of any securities described in the Private Placement Memorandum for sale in any jurisdiction. However, subject to the provisions of Section 7.7, such notification shall not relieve either the Company or such Stockholder of their respective obligations under this Agreement. The delivery of any notice pursuant to this Section 7.6 6.3 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 7.7, (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. If any event or matter arises after the date of this Agreement which, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in the Company Disclosure Letter or which is necessary to correct any information in the Company Disclosure Letter which has been rendered inaccurate thereby, then the Company shall promptly supplement, or amend, and deliver to the Parent the Company Disclosure Letter which it has delivered pursuant to this Agreement. If any event or matter arises after the date of this Agreement which, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in the Parent Disclosure Letter or which is necessary to correct any information in the Parent Disclosure Letter which has been rendered inaccurate thereby, then the Parent shall promptly supplement, or amend, and deliver to the Company the Parent Disclosure Letter which it has delivered pursuant to this Agreement.