Common use of Notification of Certain Matters Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Notification of Certain Matters. The Stockholders (a) Between the date hereof and the Effective Time of the Merger, each of LeukoSite and the Company shall give prompt notice to TCI shall, upon obtaining knowledge of any of the following, promptly notify 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 actions, suits, claims, investigations or other judicial proceedings known to its executive officers commenced or threatened against such party or any of its Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 7.17 or which relate to the consummation of the Merger; (iii) occurrence or non-occurrence of any other event the occurrence or non-occurrence of known to its executive officers which would be is likely to cause any representation or warranty of the Company or the Stockholders such party contained herein in this Agreement to be materially untrue or inaccurate in any material respect at or prior to the Closing and Effective Time; and (iiiv) any failure of any Stockholder or the Company such party known to its executive officers to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. . (b) In addition to its obligations set forth in Section 9.12(a), the Company shall promptly notify LeukoSite of any adverse determination or recommendation in connection with any governmental proceeding to license any of the Company's products and any report filed with the FDA regarding an unexpected fatal or life-threatening experience with respect to any such product. (c) The delivery of any notice pursuant to this Section 7.7 9.12 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 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the any remedies available hereunder to the party receiving such noticea party.

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

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

Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI Parent of (ia) the occurrence or non-occurrence inaccuracy of any event the occurrence or non-occurrence 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 the Stockholders contained herein to be inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect at respect, or prior to (b) the Closing and (ii) any failure of any Stockholder or by the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to under this Section 7.7 Agreement; provided, however, that no such notification shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit cure any breach or otherwise affect the remedies available hereunder representations, warranties, covenants or agreements of the Company or waive the conditions to the party receiving obligations of the parties hereunder. Without limiting the foregoing, the Company shall, promptly and in any event within 24 hours after it has notice of any of the following, notify Parent of: (i) any notice or other communication from any Person alleging that the consent of such noticePerson 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; and (iii) any Proceedings commenced or, to the Company’s Knowledge, threatened against, relating to or involving or otherwise affecting the Company or any Subsidiary which, if pending on the date of this Agreement would have been required to have been disclosed pursuant to this Agreement or which relate to the consummation of the transaction contemplated hereby.

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

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

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

Notification of Certain Matters. The Stockholders (a) Each of Buyer, Merger Sub and the Company shall agrees to give prompt notice to TCI of (i) each other of, and to use their respective commercially reasonable efforts to prevent or promptly remedy, the 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 of its representations or warranty of the Company or the Stockholders contained herein warranties 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 (ii) any failure of any Stockholder or Effective Time; provided, however, that the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 4.3 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 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice. No disclosure after the date hereof of an inaccuracy of any representation and warranty made in this Agreement shall affect any representation or warranty made herein. (b) The Company shall promptly notify Buyer of, and provide to Buyer a copy of, (i) any notice or other communication the Company, the Subsidiaries or any of their representatives receive from (y) any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or (z) any Governmental Authority alleging that the consent of such Governmental Authority is or may be required in connection with the transactions contemplated by this Agreement or (ii) any change(s) that, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect or to delay or impede the ability of any of the parties to perform their obligations under this Agreement or consummate the transactions contemplated hereby.

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

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

Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI the Purchaser and the Purchaser shall give prompt notice to the Company, of (i) the occurrence occurrence, or non-occurrence of any event the occurrence whose occurrence, or non-occurrence of which would be likely to cause either (x) any representation or warranty contained in this Agreement of the Company or the Stockholders contained herein such party to be untrue or inaccurate in any material respect at or prior any time from the date hereof to the Closing Effective Time or (y) any condition set forth in Annex I to be unsatisfied in any material respect at any time from the date hereof to the date the Purchaser purchases Shares pursuant to the Offer (except to the extent it refers to a specific date) and (ii) any material failure of the Company, the Purchaser or Parent, as the case may be, or any Stockholder officer, director, employee or the Company agent thereof, to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The ; provided, however, that the delivery of any notice pursuant to this Section 7.7 6.2 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such noticenotice or the representations or warranties of the parties or the conditions to the obligations of the parties hereto.

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

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

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

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

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

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

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

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

Notification of Certain Matters. (a) The Stockholders Company and the Company Indemnity Unitholder shall give prompt notice to TCI Integra of (i) the occurrence or non-occurrence of any event known to the Indemnity Unitholder or the Company the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein in Article 3 to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any material failure of any Stockholder the Indemnity Unitholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco . (b) Integra shall give prompt notice to the Company Indemnity Unitholder of (i) the occurrence or non-occurrence of any event known to Integra the occurrence or of non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein in Article 4 to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any material failure of TCI or Newco Integra to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. . (c) The delivery of any notice pursuant to this Section 7.7 5.11 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.85.12, (ii) modify the conditions set forth in Sections 8 6 and 9, 7 or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

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

Notification of Certain Matters. The Stockholders Major Shareholders and the Company shall give prompt notice to TCI SafeNet, and SafeNet shall give prompt notice to the Company, of (ia) the occurrence or non-occurrence of any event event, the occurrence or non-occurrence of which would be is likely to cause any representation or warranty of the Company on the one hand, or SafeNet on the Stockholders other, 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 (except for those representations and (ii) any failure warranties that are by their terms qualified by a standard of any Stockholder or the Company materiality, with respect to comply with or satisfy in any material respect any material covenant, condition or agreement to which notice shall be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company given of (i) the occurrence or non-occurrence of any event event, the occurrence or non-occurrence of which would be is likely to cause any such representation or warranty of TCI the Company or Newco SafeNet, 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 Closing); and (iib) any failure of TCI the Company or Newco the Major Shareholders on the one hand, or SafeNet on the other, as the case may be, to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it in any material respect hereunder. The ; provided, however, that the delivery of any notice pursuant to this Section 7.7 6.11 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the any remedies available hereunder to the party receiving such notice.

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

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

Notification of Certain Matters. (a) The Stockholders and the Company shall give prompt notice to TCI of (i) Corvis, and Corvis shall give prompt notice to the occurrence or non-occurrence Company, of any event the occurrence that results in or non-occurrence of which would be likely to cause may reasonably result in any representation or warranty of the Company or the Stockholders contained herein in this Agreement to be untrue or inaccurate in any material respect at (or, in the case of any representation or prior to the Closing warranty qualified by its terms by materiality or Material Adverse Effect, then untrue or inaccurate in any respect) and (ii) any failure of any Stockholder the Company, Corvis or Corvis Sub, as the Company case may be, to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 5.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice. (b) Each of the Company and Corvis 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 the Related Agreements; (ii) any notice or other communication from any Governmental Authority in connection with the Merger or the Related Agreements; (iii) 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 (iv) any event that is likely to delay or impede the ability of either Corvis 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.

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

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

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

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

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

Notification of Certain Matters. The Stockholders and the Company STOCKHOLDERS shall give prompt notice to TCI CONDOR of (i) the occurrence or non-occurrence of any event of which LINC or the STOCKHOLDERS have knowledge, the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders STOCKHOLDERS contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any Stockholder or the Company STOCKHOLDERS to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco CONDOR shall give prompt notice to the Company STOCKHOLDERS of (i) the occurrence or non-occurrence of any event of which CONDOR has knowledge, the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco CONDOR contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of TCI or Newco CONDOR to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 4.6 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 7.84.7, (ii) modify the conditions set forth in Sections 8 5 and 96, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

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

Notification of Certain Matters. (a) The Stockholders and the Company shall give prompt notice to TCI UniCapital of (i) the occurrence or non-occurrence of any event known to any Individual Stockholder the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein in Article 6 to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any material failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco . (b) UniCapital shall give prompt notice to the Company each Stockholder of (i) the occurrence or non-occurrence of any event known to UniCapital the occurrence or non-of non- occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein in Article 7 to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any material failure of TCI or Newco UniCapital to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. . (c) The delivery of any notice pursuant to this Section 7.7 8.13 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.88.14, (ii) modify the conditions set forth in Sections 8 9 and 9, 10 or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

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

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

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

Notification of Certain Matters. (a) The Stockholders and the Company Contributor shall give prompt notice to TCI Clarant of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders Contributor contained herein to be untrue or inaccurate in any material respect at or prior to the Closing respect; and (ii) any material failure of any Stockholder or the Company Contributor to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person Person hereunder. TCI and Newco ; (b) Clarant shall give prompt notice to the Company Contributor of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco Clarant contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of TCI or Newco Clarant to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. ; (c) The delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.87.13, (ii) modify the conditions set forth in Sections Articles 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

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

Notification of Certain Matters. The Stockholders and the Company Companies shall give prompt notice to TCI Parent of (ia) the occurrence occurrence, or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders Companies contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Effective Time and (iib) any material failure of any Stockholder or either of the Company Companies to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.8 shall not limit or otherwise affect the remedies available hereunder to the party receiving such person hereundernotice. TCI and Newco In addition, the Companies shall give prompt notice to Parent of any communication received by the Companies from, or on behalf of, any party to a Company Material Contract that such party intends to cancel, terminate or fail or renew such Company Material Contract. Parent shall give prompt notice to the Company Companies of (i) the occurrence occurrence, or non-non occurrence of any event the occurrence or non-non occurrence of which would be likely to cause any representation or warranty of TCI or Newco Parent and Sub contained herein 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 TCI or Newco Parent to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The ; provided, however, that the delivery of any notice pursuant to this Section 7.7 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 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

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

Notification of Certain Matters. The Stockholders Asset Sellers, the Company, E&EC and the Company LLC shall give prompt notice to TCI Buyer of (i) the occurrence or non-occurrence of any event event, the occurrence or non-occurrence of which would be is likely to cause any representation or warranty of the Company or the Stockholders such party contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of any Stockholder or the Company such party to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The ; provided, however, that the delivery of any notice pursuant to this Section 7.7 11.6 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iiix) limit or otherwise affect the any remedies available hereunder to the party receiving such noticenotice or (y) constitute an acknowledgment or admission of a breach of this Agreement. Any disclosure by the Asset Sellers, the Company, E&EC or the LLC pursuant to this Section 11.6, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant only if such disclosure is specifically disclosed in writing in a Disclosure Schedule Supplement (referencing the appropriate section and paragraph numbers) and Buyer agrees to waive the condition set forth in Section 12.2(a) and Close. Notwithstanding the foregoing, this Section 11.6 shall not in and of itself be deemed to provide Buyer with a separate remedy, claim or cause of action against any Asset Seller, the Company, E&EC or the LLC.

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

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

Notification of Certain Matters. (a) The Stockholders Company and the Company Stockholders shall give prompt notice to TCI UniCapital of (i) the occurrence or non-occurrence of any event known to any Stockholder or to the Company the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein in Article 6 to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Merger Effective Date and (ii) any material failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco . (b) UniCapital shall give prompt notice to the Company each Stockholder of (i) the occurrence or non-occurrence of any event known to UniCapital the occurrence or of non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and Article (iic) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 8.13 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.88.14, (ii) modify the conditions set forth in Sections 8 9 and 9, 10 or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

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

Notification of Certain Matters. The Stockholders Seller and the Company shall give prompt notice to TCI Buyer of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence nonoccurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein in Article III to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of any Stockholder Seller or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied in any material respect by such person hereunder. TCI and Newco Buyer shall give prompt notice to the Company Seller of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence nonoccurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein in Article IV to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco Buyer to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied in any material respect by it such person hereunder. The delivery of any notice pursuant to this Section 7.7 6.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 Articles VII and 9, VIII or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

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

Notification of Certain Matters. The Stockholders Stockholder and the Company ------------------------------- shall give prompt notice to TCI USFloral of (i) the occurrence or non-occurrence of any event known to the Stockholder or the Company the occurrence or non- occurrence of which would be likely to cause any representation or warranty contained in Section 6 to be untrue or inaccurate in any material respect at or prior to the Closing Date or Merger Effective Date and (ii) any material failure of the Stockholder or the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. USFloral shall give prompt notice to each Stockholder of (i) the occurrence or non-occurrence of any event known to USFloral the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein in Section 7 to be untrue or inaccurate in any material respect at or prior to the Closing Date or Merger Effective Date and (ii) any material failure of any Stockholder or the Company USFloral to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 8.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.88.8, (ii) modify the conditions set forth in Sections 8 9 and 910, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

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

Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI of Parent of: (i) the occurrence or non-occurrence of any event event, the occurrence or non-occurrence of which would be is likely to cause any representation or warranty of the Company or the Stockholders contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Effective Time, and (ii) any failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The ; provided, however, that the delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iiia) limit or otherwise affect the any remedies available hereunder to the party receiving such noticenotice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant. Parent shall give prompt notice to the Company of: (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of Parent or the Sub contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, and (ii) any failure of Parent or the Sub to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Parent pursuant to this Section shall be deemed to prevent or cure any misrepresentations, breach of warranty or breach of covenant.

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

Notification of Certain Matters. (a) The Stockholders Company and the Company Benchmark shall give prompt notice to TCI Parent of (i) the occurrence or non-occurrence of any event event, the occurrence or non-occurrence of which would be is likely to cause any representation or warranty of the Company or the Stockholders Benchmark, respectively, contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior to before the Closing Effective Time and (ii) any failure of any Stockholder or the Company or Benchmark, as the case may be, to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder; PROVIDED, HOWEVER, that the delivery of any notice pursuant to this Section 5.10 shall not limit or otherwise affect any remedies available to the party receiving such person hereunder. TCI and Newco notice. (b) The Parent shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event event, the occurrence or non-occurrence of which would be is likely to cause any representation or warranty of TCI or Newco the Parent contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior to before the Closing Effective Time and (ii) any failure of TCI or Newco the Parent to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The ; PROVIDED, HOWEVER, that the delivery of any notice pursuant to this Section 7.7 5.10 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 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the any remedies available hereunder to the party receiving such notice.

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

Notification of Certain Matters. The Stockholders (a) Between the date hereof and the Effective Time, each of Parent and the Company shall give prompt notice to TCI shall, upon obtaining knowledge of any of the following, promptly notify 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 actions, suits, claims, investigations or other judicial proceedings known to its executive officers commenced or threatened against such party or any of its Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.16 hereof or which relate to the consummation of the Merger; (iii) occurrence or non-occurrence of any other event the occurrence or non-occurrence of known to its executive officers which would be is likely to cause any representation or warranty of the Company or the Stockholders such party contained herein in this Agreement to be materially untrue or inaccurate in any material respect at or prior to the Closing and Effective Time; and (iiiv) any failure of any Stockholder or the Company such party known to its executive officers to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. . (b) In addition to its obligations set forth in Section 6.7(a) hereof, the Company shall promptly notify Parent of any adverse determination or recommendation in connection with any governmental proceeding to license any of the Company's products and any report filed with the FDA regarding an unexpected fatal or life-threatening experience with respect to any such product. (c) The delivery of any notice pursuant to this Section 7.7 6.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the any remedies available hereunder to a party. * Confidential Treatment Requested. Omitted portions filed with the party receiving such noticeCommission.

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

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

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

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

Notification of Certain Matters. The Stockholders and To the Company extent known by Sellers, Sellers shall give prompt notice to TCI Buyer of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence nonoccurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein in Article II to be materially untrue or inaccurate in any material respect at or prior to the Closing and Date, (ii) any material failure of any Stockholder or the Company Sellers to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by Sellers hereunder and (iii) any notice or other communication from any Person alleging that the consent or approval of such person hereunderPerson is or may be required in connection with the transactions contemplated by this Agreement (other than those consents and approvals indicated as required on Schedule 2.5(d)). TCI and Newco To the extent known by Buyer, Buyer shall give prompt notice to the Company Sellers of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence nonoccurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein in Article III to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any material failure of TCI or Newco Buyer to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it Buyer hereunder. The Except as otherwise provided in this Agreement, the delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 Articles VI and 9VII, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

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

Notification of Certain Matters. The Stockholders and From time to time prior to the Closing, the Company shall give prompt notice to TCI of Parent upon obtaining knowledge of: (ia) the occurrence or non-occurrence of any event event, the occurrence or non-occurrence of which would be is reasonably likely to cause any representation or warranty of the Company or the Stockholders contained herein set forth in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Closing, and (iib) any failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The ; provided, however, that the delivery of any notice pursuant to this Section 7.7 7(l) shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the any remedies available hereunder to the party receiving such notice, or (ii) constitute an acknowledgment or admission of a breach of this Agreement. Unless otherwise agreed by both Parent and the Company, no disclosure by the Company pursuant to this Section 7(l) shall affect or be deemed to (x) modify, amend or supplement any representation or warranty set forth herein or in the Company Disclosure Schedule or the conditions to the obligations of the parties to consummate the Merger in accordance with the terms and provisions hereof, (y) restrict, impair or otherwise affect any Indemnified Party’s right to indemnification hereunder, or (z) otherwise prevent or cure any misrepresentations, breach of warranty or breach of covenant; provided however, that any Ordinary Course Disclosure shall be deemed to have modified, amended and supplemented any representation or warranty set forth herein.

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

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

Notification of Certain Matters. The Stockholders and (a) From time to time prior to the Closings, the Company 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 by Purchaser pursuant to this section or otherwise shall be deemed to cure any breach of any representation or warranty made pursuant to this Agreement. (b) Each party hereto shall promptly give prompt notice to TCI the other parties after becoming aware of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which fact that would be likely to cause either (A) any representation or warranty of the Company or the Stockholders contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior any time from the date hereof to the applicable 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 applicable Closing Date and (ii) any material failure of any Stockholder party or the Company any officer, director, employee or agent thereof, to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The ; provided, however, that (x) the delivery of any notice pursuant to this Section 7.7 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 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice 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. The Stockholders and the Company Sellers shall give prompt notice to TCI the Parent of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders Sellers contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any material failure of any Stockholder or the Company Sellers to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder as of such person hereunderdate. TCI and Newco The Parent shall give prompt notice to the Company Sellers of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI the Purchaser, Parent or Newco Old ACG contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any material failure of TCI the Purchaser, Parent or Newco Old ACG to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder as of such date. The delivery of any notice pursuant to this Section 7.7 5.6 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.to

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

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

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

Notification of Certain Matters. The Stockholders and the Company I33 shall give prompt notice to TCI AppNet of (ia) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company I33 or the Stockholders contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date and (iib) any material failure of any Stockholder I33 or the Company Stockholders to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person I33 or the Stockholders hereunder. TCI and Newco AppNet shall give prompt notice to the Company I33 of (ia) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco AppNet contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Date and (iib) any material failure of TCI or Newco AppNet to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it AppNet hereunder. The delivery of any notice pursuant to this Section 7.7 6.5 shall not not, without the express written consent of the receiving party, be deemed to (iA) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8hereunder, (iiB) modify the conditions set forth in Sections 7 or 8 and 9hereof, as the case may be, or (iiiC) limit or otherwise affect the remedies available hereunder to the any party receiving such noticehereto.

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

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

Notification of Certain Matters. (i) The Stockholders Company and the Company Stockholders shall give prompt notice to TCI UniCapital of (iA) the occurrence or non-occurrence of any event known to the Company or any Stockholder the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein in Section 5 to be untrue or inaccurate in any material respect at or prior to the Closing Date and (iiB) any material failure of the Company or any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco . (ii) UniCapital shall give prompt notice to the Company each Stockholder of (iA) the occurrence or non-occurrence of any event known to UniCapital the occurrence or non-occurrence of nonoccurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein in Section 6 to be untrue or inaccurate in any material respect at or prior to the Closing Date and (iiB) any material failure of TCI or Newco UniCapital to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. . (iii) The delivery of any notice pursuant to this Section 7.7 7.1(m) shall not be deemed to (iA) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.87.1(n), (iiB) modify the conditions set forth in Sections 8 and 9, or 9 or (iiiC) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

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

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

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

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

Notification of Certain Matters. The Stockholders and the Company shall SurgiCare will give prompt notice to TCI DCPS and MBS, and DCPS and MBS will give prompt notice to SurgiCare, of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence nonoccurrence of which would be likely to cause (A) any representation or warranty of the Company contained in this Agreement made by such Person that is qualified by materiality to be untrue or the Stockholders inaccurate, (B) any representation or warranty contained herein in this Agreement made by such Person that is not qualified by materiality to be untrue or inaccurate in any material respect at or prior (C) any covenant, condition or agreement contained in this Agreement applicable to the Closing and such Person not to be complied with or satisfied, (ii) any failure of any Stockholder SurgiCare, on the one hand, or DCPS or MBS, on the Company other hand, to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The hereunder and (iii) any notices received or provided by SurgiCare under the Stock Subscription Agreement, the Debt Exchange Agreement or the IPS Acquisition Agreement; provided, however, that the delivery of any notice pursuant to this Section 7.7 shall 5.03 will not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

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

Notification of Certain Matters. The Stockholders and the Company STOCKHOLDERS shall give prompt notice to TCI CONDOR of (ia) the occurrence or non-occurrence of any event of which POWERCREW or the STOCKHOLDERS have knowledge, the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders STOCKHOLDERS contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Closing, and (iib) any material failure of any Stockholder or the Company STOCKHOLDERS to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco CONDOR shall give prompt notice to the Company STOCKHOLDERS of (ia) the occurrence or non-occurrence of any event of which CONDOR has knowledge, the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco CONDOR contained herein to be untrue or inaccurate in any material respect at or prior to the Closing Closing, and (iib) any material failure of TCI or Newco CONDOR to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 4.6 shall not be deemed to (ia) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.84.7, (iib) modify the conditions set forth in Sections 8 5 and 96, or (iiic) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

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

Notification of Certain Matters. (a) The Stockholders and the Company shall give prompt notice to TCI UniCapital of (i) the occurrence or non-occurrence of any event known to any Stockholder the occurrence or non-occurrence of which would be likely to cause any representation or warranty of the Company or the Stockholders contained herein in Article 6 to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any material failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco . (b) UniCapital shall give prompt notice to the Company each Stockholder of (i) the occurrence or non-occurrence of any event known to UniCapital the occurrence or of non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein in Article 7 to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) any material failure of TCI or Newco UniCapital to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. . (c) The delivery of any notice pursuant to this Section 7.7 8.13 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.88.14, (ii) modify the conditions set forth in Sections 8 9 and 9, 10 or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI Parent as promptly as practicable of (ia) any event which would reasonably be expected to have a Company Material Adverse Effect; (b) the occurrence or non-occurrence of any event event, the occurrence or non-occurrence of which would be is reasonably likely to cause any representation or warranty of the Company or the Stockholders contained herein in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Effective Time and (iic) any failure of any Stockholder or the Company to comply with or satisfy any covenant hereunder, in any material respect any material covenantthe case of (b) and (c), condition solely to the extent that such occurrence, non-occurrence or agreement failure to comply would reasonably be expected to cause the conditions set forth in Article VI not to be complied with or satisfied by such person hereundersatisfied. TCI and Newco Parent shall give prompt notice to the Company as promptly as practicable of (i) the occurrence or non-occurrence of any event event, the occurrence or non-occurrence of which would be is likely to cause any representation or warranty of TCI or Newco contained herein Parent in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Effective Time and (ii) any failure of TCI or Newco Parent to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The In no event shall the delivery of any notice pursuant to this Section 7.7 shall not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) 5.8 limit or otherwise affect the any remedies available hereunder to the party receiving such notice, including with respect to all remedies contemplated by Article VII. No notification made pursuant to this Section 5.8 shall have the effect of satisfying any condition set forth in Article VI.

Notification of Certain Matters. The Stockholders (a) Between the date hereof and the Effective Time, each of Parent and the Company shall give prompt notice to TCI shall, upon obtaining knowledge of any of the following, promptly notify 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 actions, suits, claims, investigations or other judicial proceedings known to its executive officers commenced or threatened against such party or any of its Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.17 hereof or which relate to the consummation of the Merger; (iii) occurrence or non-occurrence of any other event the occurrence or non-occurrence of known to its executive officers which would be is likely to cause any representation or warranty of the Company or the Stockholders such party contained herein in this Agreement to be materially untrue or inaccurate in any material respect at or prior to the Closing and Effective Time; and (iiiv) any failure of any Stockholder or the Company such party known to its executive officers to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. . (b) In addition to its obligations set forth in Section 6.10(a) hereof, the Company shall promptly notify Parent of any adverse determination or recommendation in connection with any governmental proceeding to license any of the Company’s products and any report filed with the FDA regarding an unexpected fatal or life-threatening experience with respect to any such product. (c) The delivery of any notice pursuant to this Section 7.7 6.10 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 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the any remedies available hereunder to the party receiving such noticea party.

Notification of Certain Matters. The Stockholders and the Company shall give prompt notice to TCI Purchaser of (ia) the occurrence existence or non-occurrence of any event the occurrence each condition or non-occurrence state of facts which would becomes known to them and which will or reasonably could be likely expected to cause any representation or warranty of the Company or the Stockholders any Stockholder contained herein to be untrue or inaccurate incorrect in any material respect at or prior to the Closing or on the IPO Closing Date and (iib) any material failure of any Stockholder or the Company to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person that Person hereunder. TCI and Newco Purchaser shall give prompt notice to the Company of (ia) the occurrence existence or non-occurrence of any event the occurrence each condition or non-occurrence state of facts which would will or reasonably could be likely expected to cause any representation or warranty of TCI Purchaser or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing or on the IPO Closing Date and (iib) any material failure of TCI Purchaser or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The delivery of any notice pursuant to this Section 7.7 6.05 shall not be deemed to (ia) modify the representations or warranties hereunder herein of the party delivering such that notice, or any other party, which modification may only be made only pursuant to Section 7.86.06, (iib) modify the conditions set forth in Sections 8 and 9, Article VII or (iiic) limit or otherwise affect the remedies available hereunder to the party receiving such that notice.

Notification of Certain Matters. The Stockholders and the Company shall SurgiCare will give prompt notice to TCI IPS, and IPS will give prompt notice to SurgiCare, of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence nonoccurrence of which would be likely to cause (A) any representation or warranty of the Company contained in this Agreement made by such Person that is qualified by materiality to be untrue or the Stockholders inaccurate, (B) any representation or warranty contained herein in this Agreement made by such Person that is not qualified by materiality to be untrue or inaccurate in any material respect at or prior (C) any covenant, condition or agreement contained in this Agreement applicable to the Closing and such Person not to be complied with or satisfied, (ii) any failure of any Stockholder SurgiCare or IPS, as the Company case may be, to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by such person hereunder. TCI and Newco shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any representation or warranty of TCI or Newco contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any failure of TCI or Newco to comply with or satisfy in any material respect any material covenant, condition or agreement to be complied with or satisfied by it hereunder. The hereunder and (iii) any notices received or provided by SurgiCare under the Stock Subscription Agreement, the Debt Exchange Agreement or the DCPS/MBS Acquisition Agreement;provided, however, that the delivery of any notice pursuant to this Section 7.7 shall 5.03 will not be deemed to (i) modify the representations or warranties hereunder of the party delivering such notice, which modification may only be made pursuant to Section 7.8, (ii) modify the conditions set forth in Sections 8 and 9, or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

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