Common use of Notification of Certain Matters Clause in Contracts

Notification of Certain Matters. Seller shall, upon obtaining knowledge of any of the following, give prompt notice to Parent, and Parent shall, upon obtaining knowledge of any of the following, give prompt notice to Seller, of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would reasonably be likely to cause any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, at or prior to the Closing Date, (ii) any failure in any material respect of any of Seller, Parent or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement; provided that, the delivery of any notice pursuant to this Section 6.07 shall not cure such breach or non-compliance or limit or otherwise affect the rights or remedies available hereunder to the Party receiving such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customers.

Notification of Certain Matters. Seller shall, upon obtaining knowledge Each of any of the following, Target and Parent shall give prompt notice to Parent, and Parent shall, upon obtaining knowledge of the other Party if any of the following, give prompt notice to Seller, following occurs after the date of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would reasonably be likely to cause any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, at or Agreement and prior to the Closing Date, Effective Time: (iia) any failure in any material respect receipt of any of Sellernotice of, Parent or Purchaserother communication relating to, as the case may bea default, to comply or event which with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from lapse of time or both would become a default, under any Governmental Authority in connection with the transactions contemplated by this Agreement, Target Material Contract; (vb) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any receipt of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication in writing from any third party Person alleging that the consent of such third party Person is or may be required in connection with the transactions contemplated by this Agreement; provided (c) receipt of any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) the occurrence or non-occurrence of any fact or event which could reasonably be expected to cause any covenant, condition or agreement hereunder not to be complied with or satisfied; (e) the commencement or threat of any action involving or affecting Target or any Subsidiary or any of their respective properties or assets; (f) the occurrence or non-occurrence of any fact or event that causes or is reasonably likely to cause a breach by Target or Parent of any provision of this Agreement applicable to it; (g) the occurrence of any fact or event of which such Party becomes aware that results in the inaccuracy in any representation or warranty of such Party in this Agreement; (h) the termination by any customer of Target or any Subsidiary of a contract with annual revenues of Fifty Thousand Dollars ($50,000), or the occurrence of a threat by any such customer to Target to cancel, reduce supply or otherwise terminate its relationship with Target or any Subsidiary; (i) receipt by Target or any Subsidiary of information indicating that any creditor, employee, consultant or customer or other Person having a material relationship with Target or any Subsidiary that such Person intends to change such relationship because of this Agreement, or because of the Merger; and (j) the occurrence of any event that, had it occurred prior to the date of this Agreement without any additional disclosure hereunder, would have constituted a Material Adverse Effect of Target or Parent; provided, that the delivery of any notice by any Party pursuant to this Section 6.07 provision shall not modify any representation or warranty of such Party, cure such breach or non-compliance any breaches thereof or limit or otherwise affect the rights or remedies available hereunder to the Party other Parties and the failure of the party receiving such notice. Seller information to take any action with respect to such notice shall consult with Parent, and consider reasonable requests made by Parent, regarding not be deemed a waiver of any breach or breaches to the attachment representations or warranties of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against the Party disclosing such customersinformation.

Notification of Certain Matters. Seller shall, upon obtaining knowledge of any of the following, The Company shall give prompt notice to ParentParent and Acquisition, and Parent shall, upon obtaining knowledge of any of the following, and Acquisition shall give prompt notice to Sellerthe Company, of the status of matters relating to completion of the transactions contemplated hereby, including (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence nonoccurrence of which would reasonably be likely to cause any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, Agreement to be untrue or inaccurate in any material respect, respect at or prior to the Closing DateEffective Time, (ii) any material failure in any material respect of any of Sellerthe Company, Parent or PurchaserAcquisition, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence any notice of, or non-occurrence other communication relating to, a default or event which, with notice or lapse of time or both, would become a default, received by it or any event the occurrence or non-occurrence of which would be likely to cause any condition its subsidiaries subsequent to the obligations date of this Agreement and prior to the Effective Time, under any Party contract or agreement material to effect the transactions contemplated hereby not financial condition, properties, businesses or results of operations of it and its subsidiaries taken as a whole to be satisfiedwhich it or any of its subsidiaries is a party or is subject, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication from any third party or Governmental Entity with respect to the Merger or the other transactions contemplated hereby or alleging that the consent of such third party or Governmental Entity is or may be required in connection with the Merger or the other transactions contemplated by this Agreement, or (v) any material adverse change in their respective financial condition, properties, businesses or results of operations, taken as a whole, other than changes resulting from general economic conditions; provided thatPROVIDED, HOWEVER, that the delivery of any notice pursuant to this Section 6.07 4.11 shall not cure such breach or non-compliance or limit or otherwise affect the rights or remedies available hereunder to the Party party receiving such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customers.

Notification of Certain Matters. Seller shall, upon obtaining knowledge of any of the following, Sterling shall give prompt ------------------------------- written notice to ParentActava, Orion and Parent shall, upon obtaining knowledge of any of the following, give prompt notice to Seller, of MITI specifying in reasonable detail: (i) any notice of, or other communication relating to, a default or event which, with notice or lapse of time or both, would become a default under any agreement, indenture or instrument material to the occurrence business, assets, property, condition (financial or non-occurrence otherwise) or the results of any event the occurrence or non-occurrence operations of which would reasonably be likely to cause any representation or warranty of such Party contained in this AgreementSterling and its subsidiaries, which is qualified taken as to materialitya whole, to be untrue or inaccurate, which Sterling or any representation of its subsidiaries is a party or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, at or prior to the Closing Date, is subject; (ii) any failure in any material respect of any of Seller, Parent or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement including the Mergers; (iii) any material notice or other communication from any regulatory authority (including the SEC or the NASD) in connection with the transactions contemplated by this Agreement; provided that(iv) any event which has a Sterling Material Adverse Effect or the occurrence of an event which, so far as reasonably can be foreseen at the delivery time of its occurrence, would result in a Sterling Material Adverse Effect; (v) any notice claims, actions, proceedings or investigations commenced or, to Sterling's knowledge, threatened, involving or affecting Sterling or any of its subsidiaries or any of its property or assets, or, to Sterling's knowledge, any employee, consultant, director or officer, in his or her capacity as such, of Sterling or any of its subsidiaries which, if pending on the date hereof, would have been required to have been disclosed in a Schedule pursuant to this Section 6.07 shall not cure such breach Agreement or non-compliance or limit or otherwise affect the rights or remedies available hereunder which relates to the Party receiving such notice. Seller shall consult with Parent, consummation of the Sterling Merger; and consider reasonable requests made by Parent, regarding (vi) any event or action which if known on the attachment of Seller Shares held by certain customers of Seller date hereof (a) would have caused a representation or warranty set forth in connection with debt collection proceedings against such customersArticle 5 hereof to be untrue or incomplete or incorrect in any 107 material respect or (b) would have been required to have been disclosed in a Schedule pursuant to this Agreement.

Notification of Certain Matters. Parent (on behalf of itself and Buyer) and Seller shall(on behalf of itself and Company and Company Subsidiary) shall promptly notify each other of (a) any notice or other communication received by such party or its Representatives from any Government Authority in connection with the transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby, upon obtaining knowledge if the subject matter of such communication could be material to Company, Company Subsidiary, Parent, Buyer or the prompt consummation of the transactions contemplated hereby, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relates to or is reasonably expected to affect the prompt consummation of the transactions contemplated hereby, (c) the discovery of any of the followingfact or circumstance that, give prompt notice to Parent, and Parent shall, upon obtaining knowledge of any of the following, give prompt notice to Seller, of (i) or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which which, has caused or would cause or result in any of the conditions set forth in Article X not being satisfied or satisfaction of those conditions being materially delayed, (d) the occurrence or non-occurrence of any event, change, circumstance, effect or state of facts, individually or in the aggregate, that has caused or is reasonably be likely to cause any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty Agreement of such Party not so qualified, party to be untrue or inaccurate in any material respect, at or prior to the Closing Date, (iie) any material failure in any material respect of any of Seller, Parent or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or PurchaserBuyer, as the case may be, or any officer, director, employee, agent or Representative of their respective Subsidiaries whichSeller, if pending on the date hereofParent or Buyer, would have been required as applicable, to have been disclosed pursuant comply with any covenant, or agreement to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection complied with the transactions contemplated by under this Agreement; provided thatprovided, however, that the delivery of any notice pursuant to this Section 6.07 6.16 shall not (i) cure such any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit or otherwise affect the rights or remedies available hereunder to the Party party receiving such notice. Seller ; provided further, that failure to give prompt notice pursuant to this Section 6.16 shall consult with Parentnot constitute a failure of a condition set forth in Article X except to the extent that the underlying fact or circumstance not so notified would, and consider reasonable requests made by Parentstanding alone, regarding the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against constitute such customersa failure.

Notification of Certain Matters. Seller shall, upon obtaining knowledge of any of the following, Orion shall give prompt written ------------------------------- notice to ParentActava, Sterling and Parent shall, upon obtaining knowledge of any of the following, give prompt notice to Seller, of MITI specifying in reasonable detail: (i) any notice of, or other communication relating to, a default or event which, with notice or lapse of time or both, would become a default under any agreement, indenture or instrument material to the occurrence business, assets, property, condition (financial or non-occurrence otherwise) or the results of any event the occurrence or non-occurrence operations of which would reasonably be likely to cause any representation or warranty of such Party contained in this AgreementOrion and its subsidiaries, which is qualified taken as to materialitya whole, to be untrue or inaccurate, which Orion or any representation of its subsidiaries is a party or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, at or prior to the Closing Date, is subject; (ii) any failure in any material respect of any of Seller, Parent or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement including the Mergers; (iii) any material notice or other communication from any regulatory authority (including the SEC or the National Association of Securities Dealers (the "NASD") in connection with the transactions contemplated by this Agreement; provided that(iv) any event which has an Orion Material Adverse Effect or the occurrence of an event which, so far as reasonably can be foreseen at the delivery time of its occurrence, would result in an Orion Material Adverse Effect; (v) any notice claims, actions, proceedings or investigations commenced or, to Orion's knowledge, threatened, involving or affecting Orion or any of its subsidiaries or any of its property or assets, or, to Orion's knowledge, any employee, consultant, director or officer, in his or her capacity as such, of Orion or any of its subsidiaries which, if pending on the date hereof, would have been required to have been disclosed in a Schedule pursuant to this Section 6.07 shall not cure such breach Agreement or non-compliance or limit or otherwise affect the rights or remedies available hereunder which relates to the Party receiving such noticeconsummation of the Orion Merger; and (vi) any event or action which if known on the date hereof (a) would have caused a representation or warranty set forth in Article 4 hereof to be untrue or incomplete or incorrect in any material respect or (b) would have been required to have been disclosed on a Schedule pursuant to this Agreement. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customers.101

Notification of Certain Matters. Seller shallSellers shall give notice to Acquiror, and Acquiror shall give notice to Sellers, promptly upon obtaining knowledge becoming aware of any of the followingoccurrence, give prompt notice or failure to Parentoccur, and Parent shall, upon obtaining knowledge of any of the followingevent, give prompt notice to Seller, of (i) the which occurrence or non-occurrence of any event the occurrence failure to occur has caused or non-occurrence of which would reasonably be likely expected to cause any representation or warranty of such Party contained party in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, Agreement to be untrue or inaccurate in any material respect, respect at or any time after the date of this Agreement and prior to or at the Closing Date, (ii) any failure in any material respect of any of Seller, Parent or Purchaser, as the case may beClosing. If, to comply with or satisfy any covenantthe knowledge of Sellers, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, Sellers or any of their respective Subsidiaries whichControlled Affiliates (including, if pending on until the Closing, the Companies) receive any written claim or notice from any third party or Governmental Authority alleging any violation of Law by such parties, which claim or notice is received during the period following the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate hereof and up to the consummation of the transactions contemplated Closing, Sellers shall, and shall cause their Controlled Affiliates to, promptly notify Acquiror of the existence of the notice and a reasonable description of the allegations contained therein, as well as any other related information or documentation as thereafter reasonably requested by this Agreement Acquiror. In addition, if, to the knowledge of Sellers, Sellers or any of their Controlled Affiliates (vi) any notice or other communication from any third party alleging that including, until the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement; provided thatClosing, the delivery Companies) receive any written claim or notice of any notice pursuant to this Section 6.07 shall not cure such material breach or non-compliance material default under any Material Contract by such parties, which claim or limit or otherwise affect notice is received during the rights or remedies available hereunder period following the date hereof and up to the Party receiving such notice. Seller shall consult with Parentconsummation of the Closing, Sellers shall, and consider shall cause their Controlled Affiliates to, promptly notify Acquiror of the existence of the notice and a reasonable requests made description of the alleged breach of default, as well as any other related information or documentation as thereafter reasonably requested by Parent, regarding the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customersAcquiror.

Notification of Certain Matters. Seller shall, upon obtaining knowledge of any of the following, The Company shall use its commercially reasonable efforts to give prompt notice to Parent, and Parent shall, upon obtaining to the extent that it acquires actual knowledge of any of the following, give prompt notice to Seller, of (i) the occurrence or non-occurrence of any fact or event the whose occurrence or non-occurrence, as the case may be, reasonably would be likely to cause (A) any Offer Condition to fail to be satisfied at any time from the date of this Agreement to the Acceptance Time (except to the extent any Offer Condition refers to a specific date) or (B) any condition set forth in Section 7.1 or Section 7.2 to fail to be satisfied at any time from the date of this Agreement to the Closing (except to the extent any such condition refers to a specific date), (ii) the occurrence of any event the occurrence of which would be reasonably be likely to cause any representation or warranty of such Party the Company contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, Agreement to be untrue or inaccurate in any material respectrespect as of the date hereof or as of the Closing Date and (iii) any failure of the Company to comply with or timely satisfy any covenant, at condition or prior agreement to be complied with or satisfied by it hereunder. Parent shall use its commercially reasonable efforts to give prompt notice to Company to the extent that it acquires actual knowledge of (i) the occurrence of any event the occurrence of which would be reasonably likely to cause any representation or warranty of Parent contained in this Agreement to be untrue or inaccurate in any material respect as of the date hereof or as of the Closing Date, Date and (ii) any failure in any material respect of any of Seller, Parent or Purchaser, as the case may be, Purchaser to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) . Notwithstanding the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement; provided thatforegoing, the delivery of any notice pursuant to this Section 6.07 6.8 shall not cure such breach or non-compliance or limit or otherwise affect the rights or remedies available hereunder to the Party party receiving such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customers.

Notification of Certain Matters. Seller shall, upon obtaining knowledge of any of the following, The Company shall give prompt notice to ParentParent and Merger Sub, and Parent shall, upon obtaining knowledge of any of the following, and Merger Sub shall give prompt notice to Sellerthe Company, of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence nonoccurrence of which would reasonably be likely to cause any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, respect at or prior to the Closing DateEffective Time, (ii) any material failure in any material respect of any of Sellerthe Company, Parent or PurchaserMerger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence any notice of, or non-occurrence other communication relating to, a default or event which, with notice or lapse of time or both, would become a default, received by it or any event the occurrence or non-occurrence of which would be likely to cause any condition its subsidiaries subsequent to the obligations date of this Agreement and prior to the Effective Time, under any Party contract or agreement material to effect the transactions contemplated hereby not financial condition, properties, businesses or results of operations of it and its subsidiaries taken as a whole to be satisfiedwhich it or any of its subsidiaries is a party or is subject, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial condition, properties, businesses or results of operations, taken as a whole, other than changes resulting from general economic conditions; provided thatPROVIDED, HOWEVER, that the delivery of any notice pursuant to this Section 6.07 7.6 shall not cure such breach or non-compliance or limit or otherwise affect the rights or remedies available hereunder to the Party party receiving such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customers.

Notification of Certain Matters. Seller shall, upon obtaining knowledge of any of the following, The Company shall give prompt notice to Parent, and Parent shall, upon obtaining knowledge of any of the following, shall give prompt notice to Sellerthe Company, of (ia) any notice or other written communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any person alleging that the consent of such person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, (b) any actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its subsidiaries which relate to the Merger or the other transactions contemplated hereby, (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which which, would reasonably be likely to cause any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, to be untrue or inaccurate result in any material respect, at or prior of the conditions to the Closing Date, (ii) any failure Merger set forth in any material respect Article VII not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of Seller, Parent or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement; provided thatprovided, however, that the delivery of any notice pursuant to this Section 6.07 6.10 shall not (i) cure such any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit or otherwise affect the rights or remedies available hereunder to the Party party receiving such notice. Seller The parties agree and acknowledge that (1) the Company’s compliance or failure of compliance with this Section 6.10 shall consult not be taken into account for purposes of determining whether the condition set forth in Section 7.2(b) shall have been satisfied or, in and of itself, give rise to any right of termination under Section 8.4(b) and (2) Parent’s compliance or failure of compliance with Parentthis Section 6.10 shall not be taken into account for purposes of determining whether the condition set forth in Section 7.3(b) shall have been satisfied or, in and consider reasonable requests made by Parentof itself, regarding the attachment give rise to any right of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customerstermination under Section 8.3(b).

Notification of Certain Matters. Seller shall, upon obtaining knowledge of any Each of the following, Parties shall give prompt notice to Parent, the Company and Parent shall, upon obtaining knowledge of OAC if any of the following, give prompt notice to Seller, of following occurs during the Interim Period: (i) there has been a material failure on the occurrence or non-occurrence part of any event the occurrence or non-occurrence of which would reasonably be likely to cause any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, at or prior to providing the Closing Date, (ii) any failure in any material respect of any of Seller, Parent or Purchaser, as the case may be, notice to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, ; (iiiii) the occurrence or non-occurrence receipt of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication in writing from any third party (including any Governmental Authority) alleging (A) that the consent Consent of such third party is or may be required in connection with the transactions contemplated by this AgreementAgreement (other than those Consents specified in the Disclosure Schedules or those Consents that are not material) or (B) any non-compliance with any Law in any material respect; provided that, the delivery (iii) receipt of any notice pursuant to or other communication from any Governmental Authority in connection with the transactions contemplated by this Section 6.07 shall not cure such breach Agreement; (iv) the discovery of any fact or circumstance that, or the occurrence or non-compliance occurrence of any event the occurrence or limit non-occurrence of which, would reasonably be expected to cause or otherwise affect result in any of the rights conditions set forth in Article VII not being satisfied or remedies available hereunder the satisfaction of those conditions being materially delayed; or (v) the commencement or, to the Knowledge of such Party, threat of any Action against any Party receiving or any of its Affiliates, or any of their respective properties or assets, or, to the Knowledge of such noticeParty, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates with respect to the consummation of the transactions contemplated by this Agreement. Seller No such notice shall consult with Parentconstitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, and consider reasonable requests made by Parent, regarding the attachment of Seller Shares held by certain customers of Seller warranties or covenants contained in connection with debt collection proceedings against such customersthis Agreement have been breached.

Notification of Certain Matters. Seller shall, upon obtaining knowledge of any of the following, The Company shall give prompt notice to ParentBuyer, and Parent shall, upon obtaining knowledge of any of the following, Buyer shall give prompt notice to Sellerthe Company, of (ia) the occurrence or non-occurrence of any event the occurrence or non-occurrence matter that has caused any of which would reasonably be likely to cause any representation its representations, warranties, covenants or warranty of such Party contained agreements in this Agreement, which is qualified as to materiality, Agreement or in any Ancillary Agreement to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, to be untrue or inaccurate in any material respectrespect (provided, at or prior that the failure to provide such notice shall not in and of itself result in the Closing Datefailure of a closing condition, it being understood and agreed that the underlying inaccuracy may result in the failure of a closing condition), (iib) any failure in any material respect of any receipt of Seller, Parent or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication received by such party (or, in the case of the Company, by the Depositor, any Securitization Trust or any Other Securitization Trust) from any third Governmental Authority, any party to a Securitization Basic Document or an Other Securitization Basic Document, any holder of, or holder of a beneficial interest in, any note issued under a Securitization Indenture or an Other Securitization Indenture, any issuer of a Student Loan Insurance Policy or any Rating Agency in connection with this Agreement, the Related Transaction Agreements or the Transactions, or from any person alleging that the consent of such third party person is or may be required in connection with herewith or therewith, and (c) upon becoming aware of any Proceedings commenced or, to such party’s knowledge, threatened against or involving such party or any of its Subsidiaries which relate thereto. Without limiting the transactions contemplated by this Agreement; provided thatforegoing, the delivery Company shall give prompt notice to Buyer, upon becoming aware of (i) any default or breach or failure to perform any obligation by any party to a Securitization Basic Document or Other Securitization Basic Document or (ii) receipt by it or by the Depositor, any Securitization Trust or any Other Securitization Trust of any written notice pursuant to this Section 6.07 shall not cure such breach or non-compliance or limit or otherwise affect communication from any person asserting the rights or remedies available hereunder to the Party receiving such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customerssame.

Notification of Certain Matters. Seller shall, upon obtaining knowledge of any of the following, NPCC shall give prompt notice to ParentUSAC, and Parent shall, upon obtaining knowledge of any of the following, USAC shall give prompt notice to SellerNPCC, of (ia) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated by this Agreement or from any person alleging that the consent of such person is or may be required in connection with the Merger or the other transactions contemplated by this Agreement, (b) any actions, suits, claims, investigations or proceedings commenced or, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or DCLIC that relate to the Merger or the other transactions contemplated by this Agreement, (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which which, would reasonably be likely to cause any representation or warranty of made by such Party party contained in this Agreement, which Agreement (i) that is qualified as to materialitymateriality or NPCC Material Adverse Effect or USAC Material Adverse Effect, as applicable, to be untrue or inaccurate, or any representation or warranty of such Party and (ii) that is not so qualified, qualified to be untrue or inaccurate in any material respect, at or prior to the Closing Date, and (iid) any material failure in any material respect of any of Seller, Parent or Purchaser, as the case may be, such party to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by under this Agreement; provided thatprovided, however, that the delivery of any notice pursuant to under this Section 6.07 5.10 shall not (x) cure such any breach of, or non-compliance with, any other provision of this Agreement or (y) limit or otherwise affect the rights or remedies available hereunder to the Party party receiving such notice. Seller NPCC shall consult notify USAC, on a current basis, of any events or changes with Parentrespect to any criminal or regulatory investigation or action involving NPCC or any of its Affiliates, and consider reasonable requests made shall reasonably cooperate with USAC or its Affiliates in efforts to mitigate any adverse consequences to USAC or its Affiliates that may arise (including by Parent, regarding the attachment of Seller Shares held by certain customers of Seller coordinating and providing assistance in connection meeting with debt collection proceedings against such customersregulators).

Notification of Certain Matters. Seller shallSubject to applicable Law, upon obtaining knowledge of any of the following, Company will give prompt notice to ParentParent and Merger Sub, and Parent shall, upon obtaining knowledge of any of the following, and Merger Sub will give prompt notice to Sellerthe Company, of (ia) the occurrence any fact, change, event or non-occurrence of any event the occurrence circumstance that has had or non-occurrence of which would reasonably be likely expected to have a Material Adverse Effect on the Company or prevent or materially impair the ability of Parent and Merger Sub to consummate the transactions, or which any Party would reasonably expect to cause any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, to be untrue or inaccurate in any constitute a material respect, at or prior to the Closing Date, (ii) any failure in any material respect breach of any of Sellerits representations, Parent warranties or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereundercovenants contained herein, (iiib) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be reasonably likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not Merger to be satisfiedunsatisfied in any material respect at the Effective Time, (ivc) any notice material failure of the Company or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaserand Merger Sub, as the case may be, or any officer, director, employee or Representative of their respective Subsidiaries the Company or Parent and Merger Sub, as applicable, to comply with or satisfy any covenant or agreement to be complied with or satisfied by it under this Agreement, and (d) the occurrence of any event which, if pending with or without notice, lapse of time or both, would reasonably be expected to constitute a default or breach on the date hereofpart of Parent, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate Merger Sub or, to the consummation Knowledge of Parent, any Debt Financing Source, under any term of the transactions Debt Commitment Letter or otherwise result in any portion of the Debt Financing contemplated by this Agreement or (vi) any notice or other communication from any third party alleging thereby to be unavailable at the Closing; provided, however, that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement; provided that, the delivery of any notice pursuant to this Section 6.07 shall 6.4 will not cure such breach or non-compliance or limit or otherwise affect the rights or remedies available hereunder under this Agreement to the Party receiving such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customers.

Notification of Certain Matters. Seller shallFrom and after the date of this Agreement until the Effective Time, upon obtaining knowledge of any each of the following, give prompt notice to Parent, and Parent shall, upon obtaining knowledge of any of Parties hereto shall promptly notify the following, give prompt notice to Seller, of other Parties hereto of: (ia) the occurrence occurrence, or non-occurrence occurrence, of any event the occurrence or non-occurrence of which would be reasonably be likely to cause any (i) representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, Agreement to be untrue or inaccurate, or (x) in the case of any such representation or warranty qualified by any materiality qualifier (including Company Material Adverse Effect), untrue or inaccurate or (y) in the case of any other such Party not so qualifiedrepresentation of warranty, to be untrue or inaccurate in any material respect, at respect or prior to the Closing Date, (ii) any failure in material covenant or any material respect condition to the obligations of any of Seller, Parent the Parties to consummate the Transactions not to be complied with or Purchaser, as satisfied; (b) the case may be, failure of any of the Parties hereto to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder, pursuant to this Agreement; (iiic) the occurrence or non-occurrence receipt of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from any Person alleging that the consent of such Person is or may be required in connection with the Transactions; (d) the receipt of any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, Transactions; and (ve) any Actions (actions, suits, claims, investigations or communications indicating that proceedings commenced or, to the same may be contemplated) commenced knowledge of the Party, threatened against, relating to or threatened against any of Sellerinvolving or otherwise affecting the Company, Parent or PurchaserSubco, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate relates to the consummation of the transactions contemplated by this Agreement Transactions, in each case, to the extent such event or (vi) any notice or other communication from any third party alleging that the consent of such third party circumstance is or may be becomes known to the Party required in connection with the transactions contemplated by this Agreementto give such notice; provided thatprovided, however, that the delivery of any notice pursuant to this Section 6.07 5.06 shall not be deemed to be an amendment of this Agreement or any Section in the Disclosure Schedule and shall not cure any breach of any representation or warranty requiring disclosure of such breach or non-compliance or limit or otherwise affect the rights or remedies available hereunder matter prior to the Party receiving such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding the attachment date of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customersthis Agreement.

Notification of Certain Matters. Seller shall, upon obtaining knowledge of any of the following, MITI shall give prompt written ------------------------------- notice to ParentActava, Orion and Parent shall, upon obtaining knowledge of any of the following, give prompt notice to Seller, of Sterling specifying in reasonable detail: (i) any notice of, or other communication relating to, a default or event which, with notice or lapse of time or both, would become a default under any agreement, indenture or instrument material to the occurrence business, assets, property, condition (financial or non-occurrence otherwise) or the results of operations of MITI, its United States subsidiaries or any event the occurrence or non-occurrence of which would reasonably be likely to cause any representation or warranty of such Party contained in this AgreementJoint Venture Entity, which is qualified taken as to materialitya whole, to be untrue or inaccuratewhich MITI, any of its United States subsidiaries or any representation Joint Venture Entity is a party or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, at or prior to the Closing Date, is subject; (ii) any failure in any material respect of any of Seller, Parent or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement including the Mergers; (iii) any material notice or other communication from any regulatory authority in connection with the transactions contemplated by this Agreement; provided that(iv) any event which has a MITI Material Adverse Effect, or the delivery occurrence of an event which, so far as reasonably can be foreseen at the time of its occurrence, would result in any notice MITI Material Adverse Effect; (v) any claims, actions, proceedings or investigations commenced or, to MITI's knowledge, threatened, involving or affecting MITI, any of its United States subsidiaries or any Joint Venture Entity or any of their respective property or assets, or, to MITI's knowledge, any employee, consultant, director or officer, in his or her capacity as such, of MITI or any of its subsidiaries which, if pending on the date hereof, would have been required to have been disclosed in a Schedule pursuant to this Section 6.07 shall not cure such breach Agreement or non-compliance or limit or otherwise affect the rights or remedies available hereunder which relates to the Party receiving such notice. Seller shall consult with Parent, consummation of the MITI Merger; and consider reasonable requests made by Parent, regarding (vi) any event or action which if known on the attachment of Seller Shares held by certain customers of Seller date hereof (a) would have caused a representation or warranty set forth in connection with debt collection proceedings against such customersArticle 6 hereof to be untrue or incomplete or incorrect in any material respect or (b) would have been required to have been disclosed in a Schedule pursuant to this Agreement.

Notification of Certain Matters. Seller shall, upon obtaining knowledge of any Each of the following, Company and the Buyer shall give prompt notice to Parent, and Parent shall, upon obtaining knowledge the other of (a) the discovery by the party giving notice of any of fact or circumstance that, or the followingoccurrence, give prompt notice or failure to Selleroccur, of (i) the any event, which occurrence or non-occurrence of any event the occurrence or non-occurrence of which failure to occur would reasonably be likely to cause any representation or warranty of such Party party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, Agreement to be untrue or inaccurate in any material respect, at or prior to any time from and after the Closing Datedate of this Agreement until the Effective Time, (iib) any material failure in any material respect of any of Seller, Parent or Purchaser, as the case may be, party giving notice to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (ivc) any notice or other written communication received by the party giving notice from any Governmental Authority Entity in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication from any third party Person alleging that the consent of such third party Person is or may be required in connection with the transactions contemplated by this Agreement, if the subject matter of such communication or the failure of such party to obtain such consent could reasonably be expected to be material to the Company, the Surviving Corporation or the Buyer, and (d) any actions, suits, claims, investigations or proceedings commenced or, to the Knowledge of the party giving notice, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the transactions contemplated by this Agreement; provided thatprovided, however, that the delivery of any notice pursuant to this Section 6.9 shall not (x) be considered an admission that any representation or warranty is untrue for purposes of Article VII or Article VIII, (y) cure any breach or non-compliance with any other provision of this Agreement or (z) limit the remedies available to the party receiving such notice. Notwithstanding the above, the delivery of any notice pursuant to this Section 6.07 shall will not cure such breach or non-compliance or limit or otherwise affect the rights or remedies available hereunder to the Party party receiving such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding notice or the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against conditions to such customersparty’s obligation to consummate the Merger.

Notification of Certain Matters. Seller shall, upon obtaining knowledge of any of the following, Each party shall use its best efforts to give prompt written notice to Parent, and Parent shall, upon obtaining knowledge of any of the following, give prompt notice to Seller, each other party of (ia) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby, (b) notice or communication from any Governmental Entity in connection with the transactions contemplated hereby, (c) the occurrence occurrence, or non-occurrence failure to occur, of any event the occurrence or non-occurrence of which would it becomes aware that has caused or could reasonably be likely expected to cause any representation or warranty of such Party party contained in this Agreement, which Agreement that is qualified as to materiality, to be materiality being or becoming as of any time between the date of this Agreement and the Effective Time untrue or inaccurate, inaccurate at such time in any respect or any such representation or warranty of such Party that is not so qualified, to be qualified being or becoming as of any time between the date of this Agreement and the Effective Date untrue or inaccurate in any material respect, at or prior to (d) the Closing Date, (ii) any failure in any material respect of any of Seller, Parent or Purchaser, as the case may be, it to comply with or satisfy in any covenant, condition or agreement material respect any obligation to be complied with or satisfied by it hereunder, under this Agreement or (iiie) the occurrence commencement or non-occurrence of threat of, or any event the occurrence material development with respect to, any Company Litigation or non-occurrence of any other action, suit, investigation, inquiry or proceeding which would be likely to cause any condition relates to the obligations consummation of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) or the issuance of any notice Order affecting the Company or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Sellerits Subsidiaries or any of their respective properties or assets, Parent in either case which, if pending, threatened or Purchaserissued, as the case may be, on or any of their respective Subsidiaries which, if pending on prior to the date hereofof this Agreement, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement; provided that, the 3.1. The delivery of any notice pursuant to this Section 6.07 5.9 is for informational purposes and shall not cure such breach or non-compliance or limit or otherwise affect the rights or remedies available hereunder to the Party any party or parties receiving such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customers.

Notification of Certain Matters. Seller shall, upon obtaining knowledge Each of Target and Acquiror shall give immediate notice to the other if any of the following, give prompt notice to Parent, following occurs after the date of this Agreement and Parent shall, upon obtaining knowledge of any of the following, give prompt notice to Seller, of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would reasonably be likely to cause any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, at or prior to the Closing Date, (ii) any failure in any material respect termination of any of Seller, Parent or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or the Effective Time: (via) receipt of any notice of, or other communication relating to, a default, or event which with notice or lapse of time or both would become a default, under any Material Contract; (b) receipt of any notice or other communication in writing from any third party Person alleging that the consent of such third party Person is or may be required in connection with the transactions contemplated by this Agreement; provided (c) receipt of any notice or other written communication from any Governmental Entity in connection with the transactions contemplated by this Agreement; (d) the occurrence or non-occurrence of any fact or event which would reasonably be expected to cause any condition hereunder not to be or satisfied; (e) the commencement or threat of any action involving or affecting Target or any of its properties or assets; (f) the occurrence or non-occurrence of any fact or event that causes a material breach by Target or Acquiror of any provision of this Agreement applicable to it; (g) the occurrence of any fact or event of which such party becomes aware that results in the inaccuracy in any representation or warranty of such party in this Agreement; and (h) the occurrence of any event that, had it occurred prior to the date of this Agreement without any additional disclosure hereunder, would have constituted a Material Adverse Effect of Target or Acquiror; provided, that the delivery of any notice by any party pursuant to this Section 6.07 provision shall not modify any representation or warranty of such party, cure such breach or non-compliance any breaches thereof or limit or otherwise affect the rights or remedies available hereunder to the Party other parties and the failure of the party receiving such notice. Seller information to take any action with respect to such notice shall consult with Parent, and consider reasonable requests made by Parent, regarding not be deemed a waiver of any breach or breaches to the attachment representations or warranties of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against the party disclosing such customersinformation.

Notification of Certain Matters. Seller shall, upon obtaining knowledge of any Each of the following, Company or Purchaser shall give prompt notice to Parent, and Parent shall, upon obtaining knowledge of the other if any of the following, following occurs after the date of this Agreement (provided Purchaser need not give prompt notice with respect to Seller, of the events described in clauses (i) or (v)): (i) any written notice, or other written communication that the occurrence Company or non-occurrence of any event the occurrence or non-occurrence Company Subsidiary receives, of which the Company obtains Knowledge, relating to a material default or Event which, with notice or lapse of time or both, would be reasonably be likely to cause become a material default under any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, at or prior to the Closing Date, Significant Contract; (ii) any failure in receipt by it or any material respect of its Subsidiaries of any of Seller, Parent or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any written notice or other written communication from any Governmental Authority Person of which the Company or Purchaser, as applicable, obtains Knowledge alleging that the Consent of such Person is or may be required in connection with the Merger and the other transactions contemplated by this Agreement, Agreement if such Consent is not disclosed in the Company Disclosure Schedule; (viii) any Actions (receipt by it or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent its Subsidiaries of any material notice or other communication from any Governmental Authority (including the AMEX or any other securities exchange) in connection with the Merger and the other transactions contemplated by this Agreement of which the Company or Purchaser, as applicable, obtains Knowledge; (iv) the occurrence of any Event or Events which, individually or in the aggregate, would be reasonably likely to have a Company Material Adverse Effect (in the case may beof the Company) or a Purchaser Material Adverse Effect (in the case of Purchaser); (v) the commencement or written threat of any Litigation involving or affecting the Company, the Company Subsidiaries or any of their respective Subsidiaries properties or assets, or any employee, agent, director or officer of the Company, in his or her capacity as such or as a fiduciary under a Benefit Plan, which, if pending on the date hereof, would have been required to have been disclosed in or pursuant to Section 3.10 this Agreement, or Section 4.06 any material adverse development in connection with any Litigation disclosed by the Company in or which relate pursuant to the consummation of the transactions contemplated by this Agreement or the Securities Filings; (vi) the commencement or written threat against it or any notice of its Subsidiaries of any Litigation relating to the Merger; (vii) the occurrence of any Event that causes or is reasonably likely to cause a material breach by it of any provision of this Agreement; (viii) the receipt by it or any of its Subsidiaries of an administrative or other communication from order or notification of which the Company or Purchaser, as applicable, obtains Knowledge relating to any third party alleging violation or claimed violation by it or its Subsidiaries of the rules and regulations of any Governmental Authority that could adversely affect its ability to consummate the consent of such third party is or may be required in connection with Merger and the other transactions contemplated by this Agreement; provided that, the delivery or (ix) if it obtains Knowledge of any notice pursuant change in Law that is reasonably likely to this Section 6.07 shall not cure such breach cause a Governmental Authority to withhold a Company Regulatory Consent (in the case of the Company) or non-compliance or limit or otherwise affect a Purchaser Regulatory Consent (in the rights or remedies available hereunder to the Party receiving such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding the attachment case of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customersPurchaser).

Notification of Certain Matters. Seller shallThe Company and Parent (on behalf of itself and Merger Sub) shall promptly notify each other of (a) any notice or other communication received by such party or its Representatives from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, upon obtaining knowledge if the subject matter of such communication could be material to the Company, the Surviving Corporation, Parent, Merger Sub or the prompt consummation of the transactions contemplated hereby, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relates to or is reasonably expected to affect the prompt consummation of the Merger or the other transactions contemplated hereby, (c) the discovery of any of the followingfact or circumstance that, give prompt notice to Parent, and Parent shall, upon obtaining knowledge of any of the following, give prompt notice to Seller, of (i) or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which which, has caused or would cause or result in any of the conditions to the Merger set forth in Article VII not being satisfied or satisfaction of those conditions being materially delayed, (d) the occurrence or non-occurrence of any event, change, circumstance, effect or state of facts, individually or in the aggregate, that has caused or is reasonably be likely to cause any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty Agreement of such Party not so qualified, party to be untrue or inaccurate in any material respect, at or prior to the Closing Date, (iie) any material failure in any material respect of any of Sellerthe Company, Parent Merger Sub or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or PurchaserParent, as the case may be, or any of their respective Subsidiaries whichofficer, if pending on the date hereofdirector, would have been required to have been disclosed pursuant to Section 3.10 employee, agent or Section 4.06 or which relate to the consummation Representative of the transactions contemplated by this Agreement Company, Merger Sub or (vi) Parent, as applicable, to comply with any notice covenant, or other communication from any third party alleging that the consent of such third party is or may agreement to be required in connection complied with the transactions contemplated by under this Agreement; provided thatprovided, however, that the delivery of any notice pursuant to this Section 6.07 6.10 shall not (i) cure such any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit or otherwise affect the rights or remedies available hereunder to the Party party receiving such notice. Seller ; provided further, that failure to give prompt notice pursuant to this Section 6.10 shall consult with Parentnot constitute a failure of a condition to the Merger set forth in Article VII except to the extent that the underlying fact or circumstance not so notified would, and consider reasonable requests made by Parentstanding alone, regarding the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against constitute such customersa failure.

Notification of Certain Matters. Seller shallFrom and after the date of this Agreement until the Effective Time, upon obtaining knowledge of any of the following, give prompt notice to ParentCompany shall promptly notify Parent and the Purchaser, and Parent shallor the Purchaser shall promptly notify the Company, upon obtaining knowledge of any of the following, give prompt notice to Seller, of of: (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would reasonably be likely to cause any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, at or prior to the Closing Date, (ii) any failure in any material respect of any of Seller, Parent or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iiia) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be reasonably likely to cause any (i) representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect or (ii) any material covenant or any condition to the obligations of any Party party hereto to effect the transactions contemplated hereby Merger not to be complied with or satisfied, as applicable; (ivb) the failure of any notice party hereto to comply with or other written communication from satisfy any Governmental Authority in connection material covenant, condition or agreement to be complied with the transactions contemplated or satisfied by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed it pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (viincluding the conditions set forth in Annex A hereto); (c) the receipt of any notice or other communication from any third party Person alleging that the consent of such third party Person is or may be required in connection with any of the transactions contemplated by this AgreementTransactions; (d) the receipt of any notice or other communication from any Governmental Entity in connection with any of the Transactions; provided thatand (e) any actions, suits, claims, investigations or proceedings commenced or, to the knowledge of the notifying party, threatened against, relating to, involving or otherwise affecting the Company or the Purchaser, which relates to the consummation of any of the Transactions; in each case to the extent such event or circumstance is or becomes known to the party required to give such notice; provided, however, the delivery of any notice pursuant to this Section 6.07 6.8 shall not be deemed to be an amendment or other modification of this Agreement or any Section in the Company Disclosure Schedule, and shall not cure any breach of any representation or warranty requiring disclosure of such breach or non-compliance or limit or otherwise affect the rights or remedies available hereunder matter prior to the Party receiving such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding the attachment date of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customersthis Agreement.

Notification of Certain Matters. Seller shall, upon obtaining knowledge of any of the following, The Company shall give prompt notice to Parent, and Parent shall, upon obtaining knowledge of any of the following, shall give prompt notice to Sellerthe Company, of (i) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, (ii) any Proceedings commenced or, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby, (iii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which which, would could reasonably be likely expected to cause or result in any representation of the conditions to the Merger set forth in Article VI not being satisfied or warranty satisfaction of such Party contained those conditions being materially delayed in violation of any provision of this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, at or prior to the Closing Date, (ii) any failure in any material respect of any of Seller, Parent or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice of an actual or other written communication from potential default, event of default, servicer event of default or similar event under any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may beSecuritization Instrument, or any notice of their respective Subsidiaries whicha failure to perform an obligation thereunder; provided, if pending on the date hereofhowever, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement; provided that, the delivery of any notice pursuant to this Section 6.07 5.12 shall not (x) cure such any breach of, or non-compliance with, any other provision of this Agreement or (y) limit or otherwise affect the rights or remedies available hereunder to the Party party receiving such notice. Seller The Company shall consult with notify Parent, on a reasonably current basis, of any events or changes of which the Company is aware with respect to any criminal or regulatory investigation or action involving the Company or any of its Affiliates (but excluding traffic violations and consider reasonable requests made similar misdemeanors), and shall reasonably cooperate with Parent in efforts to mitigate any adverse consequences to Parent which may arise therefrom (including by Parent, regarding the attachment of Seller Shares held by certain customers of Seller coordinating and providing assistance in connection meeting with debt collection proceedings against such customersregulators).

Notification of Certain Matters. Seller shallRadiancy, upon obtaining knowledge on one hand, and each of any of PhotoMedex and Merger Sub, on the followingother hand, shall give prompt notice to Parentthe other (and, and Parent shallif in writing, upon obtaining knowledge of furnish copies of) if any of the following, give prompt notice to Seller, of following occurs during the Executory Period: (i) there has been a material failure on the occurrence or non-occurrence part of any event the occurrence or non-occurrence of which would reasonably be likely to cause any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, at or prior to providing the Closing Date, (ii) any failure in any material respect of any of Seller, Parent or Purchaser, as the case may be, notice to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, ; (ii) receipt of any notice or other communication in writing from any third Person alleging that the Consent of such third Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) receipt of any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (iv) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which which, would reasonably be likely expected to cause or result in any condition of the conditions to the obligations Merger set forth in Article VI not being satisfied or the satisfaction of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice of those conditions being materially delayed; or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) the commencement or threat, in writing, of any Actions (or communications indicating that the same may be contemplated) commenced or threatened Action against any Party or any of Seller, Parent or Purchaser, as the case may beits affiliates, or any of their respective Subsidiaries whichproperties or assets, if pending on or, to the date hereofknowledge of PhotoMedex or Radiancy, would have been required to have been disclosed pursuant to Section 3.10 as applicable, any officer, director or Section 4.06 partner, in his or which relate her capacity as such, of PhotoMedex or Radiancy, as applicable, or any of their affiliates with respect to the consummation of the transactions contemplated Merger. No such notice to any Party shall constitute an acknowledgement or admission by the Party providing notice regarding whether or not any of the conditions to Closing or to the consummation of the Merger have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached. Moreover, no information or (vi) knowledge obtained by any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement; provided that, the delivery of any notice Party hereto pursuant to this Section 6.07 shall not cure such breach 5.1 will affect or non-compliance be deemed to modify any representation or limit warranty contained herein or otherwise affect the rights or remedies available hereunder conditions to the Party receiving such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding obligations of the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customersParties to consummate the Merger.

Notification of Certain Matters. Seller shallFrom and after the date of this Agreement until the Effective Time, upon obtaining knowledge of any of each party hereto shall promptly notify the following, give prompt notice to Parent, and Parent shall, upon obtaining knowledge of any of the following, give prompt notice to Seller, of other parties hereto of: (ia) the occurrence occurrence, or non-occurrence occurrence, of any event the occurrence or non-occurrence of which would be reasonably be likely to cause any (i) representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, Agreement to be untrue or inaccurate in any material respect, at respect or prior to the Closing Date, (ii) any failure in covenant or any material respect condition to the obligations of any party to effect the Merger not to be complied with or satisfied; (b) the failure of Seller, Parent or Purchaser, as the case may be, any party hereto to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, pursuant to this Agreement; (iiic) the occurrence or non-occurrence receipt of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from any person alleging that the consent of such person is or may be required in connection with the Transactions; (d) the receipt of any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, Transactions; and (ve) any Actions (actions, suits, claims, investigations or communications indicating that proceedings commenced or, to the same may be contemplated) commenced knowledge of the party, threatened against, relating to or threatened against any of Sellerinvolving or otherwise affecting the Company or Merger Sub, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate relates to the consummation of the transactions contemplated by this Agreement Transactions; in each case, to the extent such event or (vi) any notice or other communication from any third party alleging that the consent of such third party circumstance is or may be becomes known to the party required in connection with the transactions contemplated by this Agreementto give such notice; provided thatprovided, however, that the delivery of any notice pursuant to this Section 6.07 7.07 shall not be deemed to be an amendment of this Agreement or any Section in the Company Disclosure Schedule and shall not cure any breach of any representation or warranty requiring disclosure of such breach or non-compliance or limit or otherwise affect the rights or remedies available hereunder matter prior to the Party receiving such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding the attachment date of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customersthis Agreement.

Notification of Certain Matters. Seller shall, upon obtaining knowledge From and after the date of any this Agreement until the earlier to occur of the followingtermination of this Agreement or the Effective Time, give prompt notice to Parent, and Parent shall, upon obtaining knowledge of any of each party hereto shall promptly notify the following, give prompt notice to Seller, other parties hereto in writing of (ia) the occurrence occurrence, or non-occurrence nonoccurrence, of any event the occurrence or non-occurrence nonoccurrence of which would reasonably be likely to cause (i) any representation representations or warranty of such Party contained warranties made in this Agreement, which is qualified as or any information furnished on any Schedule in the Parent Disclosure Schedule or the Company Disclosure Schedule, not to materialitybe accurate, to a degree which would cause any condition to the obligations of any party to effect the Merger not to be untrue or inaccuratesatisfied, or any either at the time such representation or warranty is made, or such information is furnished, or at the time of the occurrence or nonoccurrence of such Party not so qualifiedevent, to be untrue or inaccurate in any material respect, at or prior to the Closing Date, (ii) any failure in any material respect condition to the obligations of any party to effect the Merger not to be satisfied, including, without limitation, the failure of Sellerthe Company to satisfy the condition specified in Section 9.02(c), Parent or Purchaser(b) the failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of pursuant to this Agreement which would be likely to cause result in any condition to the obligations of any Party party to effect the transactions contemplated hereby Merger not to be satisfied; provided, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreementhowever, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement; provided that, the delivery of any notice pursuant to this Section 6.07 7.03 shall not be deemed to be an amendment of this Agreement or any Schedule in the Parent Disclosure Schedule or the Company Disclosure Schedule and shall not cure any breach of any representation or warranty requiring disclosure of such breach or non-compliance or matter prior to the date of this Agreement. No delivery of any notice pursuant to this Section 7.03 shall limit or otherwise affect the rights or remedies available hereunder to the Party party receiving such notice. Seller shall consult with Parent, including the rights of Parent under Section 9.02(a) and consider reasonable requests the rights of the Company under Section 9.03(a), in the event that a representation or warranty made by Parent, regarding the attachment Company or Parent herein shall not be true and correct as of Seller Shares held by certain customers the date hereof and as of Seller in connection with debt collection proceedings against such customersthe Effective Time.

Notification of Certain Matters. Seller shall, upon obtaining knowledge of any Each of the following, give prompt notice to Parent, Company and Parent shall, upon obtaining knowledge of any shall promptly notify and provide copies to the other of the following, give prompt following upon acquiring knowledge thereof: (a) any written notice to Seller, of (i) from any governmental authority alleging that the occurrence consent or non-occurrence of any event the occurrence or non-occurrence of which would reasonably be likely to cause any representation or warranty approval of such Party contained in this Agreement, which governmental authority is qualified as required to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, at or prior to the Closing Date, (ii) any failure in any material respect of any of Seller, Parent or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect consummate the transactions contemplated hereby not by this Agreement or written notice from any other person alleging that the consent of such person is required to be satisfied, consummate the transactions contemplated by this Agreement; (ivb) any notice or other written communication from any Governmental Authority governmental authority in connection with the transactions contemplated by this Agreement, ; (vc) any Actions (claim, action, suit, arbitration, mediation, inquiry, proceeding or communications indicating that investigation commenced or, to its knowledge, threatened against, relating to, involving or otherwise affecting the same may be contemplated) commenced Company or threatened against any Company Subsidiary or Parent or any of Seller, Parent or Purchaserits subsidiaries, as the case may be, or any of their respective Subsidiaries whichthat, if pending on the date hereofof this Agreement, would have been required to have been disclosed pursuant to Section 3.10 any of such Party’s representations or Section 4.06 warranties, as the case may be, or which relate that is material and relates to the consummation of the transactions contemplated by this Agreement or Agreement; (vid) any notice occurrence or other communication from event that is reasonably likely to cause an inaccuracy of any third party alleging representation or warranty of that Party contained in this Agreement at any time during the consent term hereof that could reasonably be expected to cause any condition set forth in Article VI not to be satisfied; and (e) any material failure of any Party (or of its officers, directors, employees or agents) to comply with or satisfy any covenant, agreement or obligation of such third party is Party to be complied with or may be required in connection with satisfied by such Party under this Agreement following the transactions time at which such compliance or satisfaction was contemplated by to occur pursuant to the terms of this Agreement; provided that. Notwithstanding the above, the delivery of any notice pursuant to this Section 6.07 shall 5.5 will not cure such breach or non-compliance or limit or otherwise affect the rights or remedies available hereunder to the Party receiving such notice. Seller shall consult with Parent, notice or the conditions to such Party’s obligation to consummate the Merger and consider reasonable requests made by Parent, regarding the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customersother transactions contemplated hereby.

Notification of Certain Matters. Seller shall, upon obtaining knowledge of any Each of the followingCompany, give prompt notice to Parentthe Principals, the Principal Holdcos and the Selling Shareholders shall promptly notify Purchaser, and Parent shallPurchaser shall promptly notify the Shareholders Representative, upon obtaining knowledge of in writing of: (a) any of written notice or other written communication from any person alleging that the following, give prompt notice to Seller, of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would reasonably be likely to cause any representation or warranty consent of such Party contained person is or may be required in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, at or prior to connection with the Closing Date, Transactions; (iib) any failure in any material respect of any of Seller, Parent or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any written notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, Transactions; (vc) any Actions (commenced or, to the knowledge of the Company, the Principals, the Principal Holdcos or communications indicating that such Selling Shareholder, on the same may be contemplated) commenced one hand, or the knowledge of Purchaser, on the other hand, threatened against any Group Company or Purchaser or any of Seller, Parent or Purchaserits Subsidiaries, as the case may be, or any of their respective Subsidiaries whichthat, if pending on the date hereofof this Agreement, would have been required to have been disclosed by such Party pursuant to any of such Party’s representations and warranties contained herein, or that relate to such Party’s ability to consummate the Transactions; and (d) if a breach of any representation or warranty or failure to perform any covenant or agreement on the part of such Party set forth in this Agreement shall have occurred that would cause the conditions set forth in Section 3.10 8.01, Section 8.02, or Section 4.06 8.03 not to be satisfied; together, in each case, with a copy of any such notice, communication or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication from any third party alleging Action; provided, that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement; provided that, the delivery of any notice pursuant to this Section 6.07 7.03 shall not (A) cure such any breach of, or non-compliance with, any other provision of this Agreement, (B) be deemed to amend or supplement the Company Disclosure Schedule, or (C) limit or otherwise affect the rights or remedies available hereunder to the Party receiving such notice. Seller ; provided that, in the event that Purchaser elects to consummate the Closing regardless of such notice, none of the Purchaser Indemnified Parties shall consult with Parenthave the right to make any claim for indemnification under Section 9.03 to the extent that the Indemnifiable Losses sought in such claim, directly or indirectly, result from, are as a result of or relate to such events, facts or changes which occurred after the date of this Agreement and consider reasonable requests made by Parentconstituted a Material Adverse Effect, regarding the attachment of Seller Shares held by certain customers of Seller as disclosed in connection with debt collection proceedings against such customersany notice pursuant to this Section 7.03.

Notification of Certain Matters. Seller shall, upon obtaining knowledge of any of the following, Each party shall give prompt written notice to Parent, and Parent shall, upon obtaining knowledge of any of the following, give prompt notice to Seller, each other party of (ia) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby, (b) notice or communication from any Governmental Entity in connection with the transactions contemplated hereby, (c) the occurrence occurrence, or non-occurrence failure to occur, of any event the occurrence or non-occurrence of which it becomes aware that has caused or would reasonably be likely expected to cause any representation or warranty of such Party party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, Agreement to be untrue or inaccurate in any material respect, respect at or prior any time from the date hereof to the Closing Date, (iid) any failure in any material respect the commencement or threat of any Company Litigation or any other action, suit, investigation or proceeding which relates to the consummation of Sellerthe transactions contemplated hereby or the issuance of any Order affecting the Company and/or any of its Subsidiaries or any of their respective properties or assets, Parent in either case which, if pending or Purchaserissued, as the case may be, on or prior to the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.1 the failure of such party to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement; provided that, the . The delivery of any notice pursuant to this Section 6.07 5.9 is for informational purposes and shall not cure such breach or non-compliance or limit or otherwise affect the rights or remedies available hereunder to the Party any party or parties receiving such notice. Seller Except as otherwise provided in any such notice, the delivery of any such notice shall consult not be deemed an admission or an acknowledgment that (a) the subject matter of such notice is material or would result in a Company Material Adverse Effect or Parent Material Adverse Effect, or is outside of the ordinary course of business or inconsistent with Parentpast practices or (b) there has occurred an actual or an anticipatory breach of, and consider reasonable requests made by Parentor failure to comply with or satisfy, regarding the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customersany representation, warranty, covenant, condition or agreement.

Notification of Certain Matters. Seller shall, upon obtaining knowledge of any of the following, give prompt notice to Parent, Quintiles and Parent shall, upon obtaining knowledge of any of the following, give prompt notice to Seller, IMS Health shall promptly notify each other of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would reasonably be likely to cause any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, at or prior to the Closing Date, (ii) any failure in any material respect of any of Seller, Parent or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (via) any notice or other communication received by such party from any third party Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such third party Person is or may be required in connection with the transactions contemplated by hereby, (b) any other notice or communication from any Governmental Entity in connection with the transactions contemplated hereby, (c) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the transactions contemplated hereby or (d) any change, condition or event (i) that renders or would reasonably be expected to render any representation or warranty of such party set forth in this AgreementAgreement (disregarding any materiality qualification contained therein) to be untrue or inaccurate in any material respect or (ii) that results or would reasonably be expected to result in any failure of such party to comply with or satisfy in any material respect any covenant, condition or agreement (including any condition set forth in Article VI) to be complied with or satisfied hereunder; provided thatprovided, however, that no such notification shall affect any of the representations, warranties, covenants, rights or remedies, or the conditions to the obligations of, the delivery of any parties hereunder; provided, further, that failure to give prompt notice pursuant to clause (d) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would, standing alone, constitute such a failure. The parties agree and acknowledge that neither Quintiles’ nor IMS Health’s compliance or failure of compliance with this Section 6.07 5.9 shall not cure such breach be taken into account for purposes of determining whether the conditions referred to in Section 6.2(b) or non-compliance or limit or otherwise affect the rights or remedies available hereunder to the Party receiving such notice. Seller Section 6.3(b) shall consult with Parent, and consider reasonable requests made by Parent, regarding the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customershave been satisfied.

Notification of Certain Matters. Seller shall, upon obtaining knowledge of any Each of the following, Company and the Buyer shall give prompt notice to Parent, and Parent shall, upon obtaining knowledge the other of (a) the discovery by the party giving notice of any of fact or circumstance that, or the followingoccurrence, give prompt notice or failure to Selleroccur, of (i) the any event, which occurrence or non-occurrence of any event the occurrence or non-occurrence of which failure to occur would reasonably be likely to cause any representation or warranty of such Party party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, Agreement to be untrue or inaccurate in any material respect, at or prior to any time from and after the Closing Datedate of this Agreement until the Effective Time, (iib) any material failure in any material respect of any of Seller, Parent or Purchaser, as the case may be, party giving notice to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (ivc) any notice or other written communication received by the party giving notice from any Governmental Authority Entity in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication from any third party Person alleging that the consent of such third party Person is or may be required in connection with the transactions contemplated by this Agreement, if the subject matter of such communication or the failure of such party to obtain such consent is reasonably likely to be material to the Company, the Surviving Corporation or the Buyer, and (d) any actions, suits, claims, investigations or proceedings commenced or, to the Knowledge of the party giving notice, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the transactions contemplated by this Agreement; provided thatprovided, however, that the delivery of any notice pursuant to this Section 6.9 shall not (x) be considered an admission that any representation or warranty is untrue or that any covenant has been breached for purposes of Article VII or Article VIII, (y) cure any breach or non-compliance with any other provision of this Agreement or (z) limit the remedies available to the party receiving such notice; provided, further that the failure to deliver a notice pursuant to this Section 6.9 shall not be considered in determining whether the condition set forth in Section 7.2(b) or Section 7.3(b) has been satisfied (except that the extent of the actual prejudice caused to a party hereto by such failure shall be taken into account in determining whether the condition specified in Section 7.2(b) or 7.3(b), as applicable, has been satisfied). Notwithstanding the above, the delivery of any notice pursuant to this Section 6.07 shall will not cure such breach or non-compliance or limit or otherwise affect the rights or remedies available hereunder to the Party party receiving such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding notice or the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against conditions to such customersparty’s obligation to consummate the Merger.

Notification of Certain Matters. Seller shall, upon obtaining knowledge of any of the following, The Company shall give prompt notice to Parent, and Parent shall, upon obtaining knowledge of any of the following, shall give prompt notice to Sellerthe Company, of (i) any notice or other communication received by such Party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, if the subject matter of such communication or the failure of such Party to obtain such consent would be material to the Company, the Surviving Corporation or Parent, (ii) any actions, suits, claims, investigations or proceedings commenced or, to such Party’s Knowledge, threatened against, relating to or involving or otherwise affecting such Party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby, (iii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which which, would reasonably be likely to cause any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, to be untrue or inaccurate result in any material respect, at or prior of the conditions to the Closing Date, (ii) any failure Merger set forth in any material respect Article VI not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of Seller, Parent or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement; provided thatprovided, however, that the delivery of any notice pursuant to this Section 6.07 5.12 shall not (x) cure such any breach of, or non-compliance with, any other provision of this Agreement or (y) limit or otherwise affect the rights or remedies available hereunder to the Party receiving such notice; and, provided, further, that the failure to give prompt notice hereunder pursuant to clause (iii) shall not constitute a failure of a condition to the Merger set forth in Article VI except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure. Seller The Company shall consult with notify Parent, on a reasonably current basis, of any events or changes with respect to any regulatory investigation or action involving the Company or any of its Affiliates, and consider reasonable requests made shall reasonably cooperate with Parent and its Affiliates in efforts to mitigate any adverse consequences to Parent or its Affiliates which may arise (including by Parent, regarding the attachment of Seller Shares held by certain customers of Seller coordinating and providing assistance in connection meeting with debt collection proceedings against such customersregulators).

Notification of Certain Matters. Seller shallFrom the Agreement Date until the earlier termination of this Agreement in accordance with its terms and the First Effective Time, upon obtaining knowledge of any of the following, Company shall give prompt notice to Parent, and Parent shall, upon obtaining knowledge of any of the following, shall give prompt notice to Sellerthe Company, of (ia) any written notice or other communication received by such party from any Governmental Authority in connection with the Mergers or other transactions contemplated by this Agreement or from any Person alleging that the consent of such Person is or may be required in connection with the Mergers or the other transactions contemplated by this Agreement, (b) any actions, suits, claims, known investigations or other Legal Proceedings commenced or, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or its subsidiaries which relate to the Mergers or the other transactions contemplated by this Agreement, (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would reasonably be likely to cause which, has caused any representation or warranty of made by such Party party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, Agreement to be untrue or inaccurate such that the condition set forth in any material respectSection 8.2(a) or Section 8.3(a) would not be satisfied at Closing, at or prior to the Closing Date, and (iid) any failure in any material respect of any of Seller, Parent or Purchaser, as the case may be, such party to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating hereunder such that the same may be contemplatedcondition set forth in Section 8.2(b) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to 8.3(b) would not be satisfied in all material respects at Closing. For the consummation avoidance of the transactions contemplated by this Agreement or (vi) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement; provided thatdoubt, the delivery of any notice pursuant to this Section 6.07 7.3 shall not (i) cure such any breach of, or non-compliance or with, any other provision of this Agreement, (ii) limit or otherwise affect the rights or remedies available hereunder to the Party party receiving such noticenotice (except that notice of any new event, condition, fact or circumstance that occurs after the Agreement Date shall exempt the Escrowed Holders from claims based on fraud or intentional misrepresentation related to such new events, conditions, facts or circumstances), (iii) constitute an acknowledgment or admission of breach of this Agreement, or (iv) will be deemed to amend or supplement the Company Disclosure Schedule. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customers.7.4

Notification of Certain Matters. Seller shall, upon obtaining knowledge of any of Parent and the following, Company shall each give prompt notice to Parent, and Parent shall, upon obtaining knowledge of the other Party if any of the following, give prompt notice to Seller, of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would reasonably be likely to cause any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, at or prior to the Closing Date, (ii) any failure in any material respect of any of Seller, Parent or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on following occur after the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate : (a) receipt of any written notice to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication receiving Party from any third party Third Party alleging that the consent Consent of such third party Third Party is or may be required in connection with the Merger or the other transactions contemplated hereby and such Consent would (in the good faith determination of such Party) reasonably be expected to (i) prevent or materially delay the Closing or the other transactions contemplated hereby or (2) be material to Parent, the Company or the Surviving Corporation; (b) receipt of any notice or other communication from any Governmental Authority (other than in its capacity as a customer of any Company Entity and except for any notice or communication contemplated by this AgreementSection 5.7) or the NYSE or Nasdaq in connection with the Merger or the other transactions contemplated hereby; provided thator (c) the occurrence of an event that would reasonably be expected to (i) prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby or (ii) result in the failure of any condition in Article VI to be satisfied; provided, however, that the delivery of any notice pursuant to under this Section 6.07 5.5 shall not cure such breach or non-compliance or limit or otherwise affect the Parties’ respective rights or and remedies available hereunder and no information delivered under this Section 5.5 shall, or shall be deemed to, update any section of the Company Disclosure Schedule or otherwise qualify or modify any of the Parties’ respective representations and warranties hereunder; provided, however, that any Party’s breach of, or failure to the Party receiving perform or comply with its obligations under, this Section 5.5 shall not be considered a breach of, or a failure to perform or comply with, a covenant or agreement hereunder for purposes of Section 6.2(b) or Section 6.3(b), as applicable, as long as such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding the attachment of Seller Shares held by certain customers of Seller breach or failure was not in connection with debt collection proceedings against such customersbad faith.

Notification of Certain Matters. Seller shall, upon obtaining knowledge of any of the following, The Company shall give prompt notice to Parent, and Parent shall, upon obtaining knowledge of if any of the following, give prompt notice to Seller, following occurs after the date of this Agreement: (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would reasonably be likely to cause any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccuratenotice of, or other communication relating to, a material default or Event which, with notice or lapse of time or both, would become a material default under any representation or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, at or prior to the Closing Date, Material Contract; (ii) any failure in any material respect receipt of any of Seller, Parent or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication in writing from any Governmental Authority person alleging that the Consent of such person is or may be required in connection with the transactions contemplated by this Agreement, other than a Consent disclosed pursuant to Section 3.5, 3.6 or 3.14(d)(ii) above or not required to be disclosed pursuant to the terms thereof; (iii) receipt of any material notice or other communication from any Governmental Authority (including, but not limited to, the NASD, any securities exchange or the FCC) in connection with the transactions contemplated by this Agreement; (iv) the occurrence of any Event or Events which individually or in the aggregate, is reasonably likely to have a Company Material Adverse Effect; (v) the commencement or threat of any Actions (Litigation involving or communications indicating that affecting the same may be contemplated) commenced Company or threatened against any of Seller, Parent or Purchaser, as the case may beCompany Subsidiary, or any of their respective Subsidiaries properties or assets, or, to its knowledge, any employee, agent, director or officer of the Company or any Company Subsidiary, in his or her capacity as such or as a fiduciary under a Benefit Plan of the Company, which, if pending on the date hereof, would have been required to have been disclosed in or pursuant to Section 3.10 or Section 4.06 this Agreement or which relate relates to the consummation of the transactions contemplated Merger, or any material development in connection with any Litigation disclosed by the Company in or pursuant to this Agreement or the Securities Filings; (vi) the occurrence of any notice Event that causes or is reasonably likely to cause a breach by the Company of any provision of this Agreement, and (vii) the occurrence of any Event that, had it occurred prior to the date of this Agreement without any additional disclosure hereunder, would have constituted a Company Material Adverse Effect. If the Company receives an administrative or other communication from order or notification relating to any third party alleging violation or claimed violation of the rules and regulations of the FCC, or of any other Governmental Entity, that could affect Parent's, Merger Sub's or the Company's ability to consummate the transactions contemplated hereby, or should the Company become aware of any fact (including any change in law or regulations (or any interpretation thereof) by the FCC) that is reasonably likely to cause the FCC to withhold its consent to the transfer of control of the Company FCC Licenses contemplated hereunder, the Company shall promptly notify the Parent and the Company shall use reasonable best efforts to take such third party is or steps as may be required in connection with necessary, to remove any such impediment of the Company to consummate the transactions contemplated by this Agreement; provided that, the delivery of any notice pursuant to this Section 6.07 shall not cure such breach or non-compliance or limit or otherwise affect the rights or remedies available hereunder to the Party receiving such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customers.

Notification of Certain Matters. Seller shall, upon obtaining knowledge of any Each of the following, Company and the Seller shall give prompt notice to Parentthe others (and, and Parent shallif in writing, upon obtaining knowledge of furnish copies of) if any of the following, give prompt following occurs during the Pre-Closing Period: (a) there has been a material failure on the part of the party providing the notice to Seller, of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would reasonably be likely to cause any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, at or prior to the Closing Date, (ii) any failure in any material respect of any of Seller, Parent or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (b) receipt of any notice or other communication in writing from any third Person alleging that the consent of such third Person is or may be required in connection with the transactions contemplated by this Agreement; (c) receipt of any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) the discovery of any fact or circumstance that, (iii) or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which which, would reasonably be likely expected to cause or result in any condition of the conditions to the obligations Exchange set forth in Article VII not being satisfied or the satisfaction of any Party to effect of those conditions being materially delayed; or (e) the transactions contemplated hereby not to be satisfiedcommencement or threat, (iv) in writing, of any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened Action against any party hereto or any of Seller, Parent or Purchaser, as the case may beits Affiliates, or any of their respective Subsidiaries whichproperties or assets, if pending on or, to the date hereofknowledge of the Company and the Seller, would have been required to have been disclosed pursuant to Section 3.10 as applicable, any officer, director or Section 4.06 partner, in his or which relate her capacity as such of the Company or the Seller, as applicable, or any of their Affiliates with respect to the consummation of the transactions contemplated Exchange. No such notice to any party hereto shall constitute an acknowledgement or admission by such party providing notice regarding whether or not any of the conditions to Closing or to the consummation of the Exchange have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached. Moreover, no information or (vi) knowledge obtained by any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement; provided that, the delivery of any notice hereto pursuant to this Section 6.07 shall not cure such breach 6.3 will affect or non-compliance be deemed to modify any representation or limit warranty contained herein or otherwise affect the rights or remedies available hereunder conditions to the Party receiving such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding obligations of the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customersparties hereto to consummate the Exchange.

Notification of Certain Matters. Seller shall, upon obtaining knowledge of any of the following, The Stockholders shall give prompt notice to Parent, and Parent shall, upon obtaining knowledge of any of the following, give prompt notice to Seller, Acquiror of (i) the occurrence or non-occurrence of any event of which the Stockholders have knowledge, the occurrence or non-occurrence of which which, would reasonably be likely to cause any representation or warranty of such Party the Stockholders contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, herein to be untrue or inaccurate in any material respect, respect at or prior to the Closing Date, and (ii) any material failure of any Stockholder to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such person hereunder. Acquiror shall give prompt notice to the Stockholders of (i) the occurrence or nonoccurrence of any event of which Acquiror has knowledge, the occurrence or non-occurrence of which, would cause any representation or warranty of Acquiror contained herein to be untrue or inaccurate in any material respect at or prior to the Closing and (ii) any material failure of any of Seller, Parent or Purchaser, as the case may be, Acquiror to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement; provided that, the . The delivery of any notice pursuant to this Section 6.07 7.6 shall not cure be deemed to (i) modify the representations or warranties hereunder of the party delivering such breach notice, which modification may only be made pursuant to Section 7.7, (ii) modify the conditions set forth in Sections 8 and 9 or non-compliance or (iii) limit or otherwise affect the rights or remedies available hereunder to the Party party receiving such notice. Seller notice with respect to any breach or other matters specified herein; provided, however, that if a party shall consult with Parentdisclose any breach of its representations or warranties to the other party in writing prior to Closing (a "Disclosed Breach"), then the other party's sole remedy for such Disclosed Breach shall be to either: (1) terminate this Agreement, whereupon the parties shall be released from all obligations and consider reasonable requests made by Parent, regarding liability hereunder; or (2) waive the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customersDisclosed Breach and proceed to consummate the Closing as originally contemplated hereby.

Notification of Certain Matters. Seller shallBetween the date hereof and the Closing, upon obtaining knowledge of any of the following, each party to this Agreement will give prompt notice in writing to Parent, and Parent shall, upon obtaining knowledge of any of the following, give prompt notice to Seller, of other parties hereto of: (i) any information that indicates that any representation and warranty of such party contained herein was not true and correct as of the occurrence date hereof or non-will not be true and correct as of the Closing, (ii) the occurrence of any event which could result in the occurrence failure to satisfy a condition specified in Article 6 or non-occurrence of which would reasonably be likely to cause any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, at or prior to the Closing Date, (ii) any failure in any material respect of any of Seller, Parent or PurchaserArticle 7 hereof, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderapplicable, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication from any third party person alleging that the consent of such third party person is or may be required in connection with the transactions contemplated by this Agreement; provided that, and (iv) in the delivery case of the Stockholder and the Companies, any notice of, or other communication relating to, any default or event which, with notice or lapse of time or both, would become a default under any Company Agreement. The Stockholder shall (x) promptly advise UAG of any event that has, or could in the future have, a Material Adverse Effect (y) confer on a regular basis with one or more designated representatives of UAG to report operational matters and to report the general status of ongoing operations, and (z) notify UAG of any emergency or other change in the normal course of business or in the operation of the properties of the Companies and of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated) or adjudicatory proceedings involving the Companies or any of their assets or operations, and will keep UAG fully informed of such events and permit UAG's representatives access to all materials prepared in connection therewith. The Stockholder shall give prompt notice to UAG of any notice pursuant to this Section 6.07 shall not cure such breach or non-compliance other communication from any third person asserting any right, title or limit or otherwise affect interest in any of the rights or remedies available hereunder to the Party receiving such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding the attachment of Seller Shares held by certain customers the Stockholder (including, without limitation, any threat to commence, or notice of Seller the commencement of any action or other proceeding with respect to any of the Shares) or the occurrence of any other event of which the Stockholder has knowledge which could result in connection with debt collection proceedings against such customersany failure to consummate the sale of the Shares as contemplated hereby.

Notification of Certain Matters. Seller shallDuring the Interim Period, upon obtaining knowledge of any each of the following, Parties shall give prompt notice to Parent, and Parent shall, upon obtaining knowledge of any of the following, give prompt notice to Seller, of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would reasonably be likely to cause any representation or warranty of other Parties if such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, at or prior to the Closing Date, its Affiliates): (iia) any failure in any material respect of any of Seller, Parent or Purchaser, as the case may be, fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderor its Affiliates hereunder in any material respect; (b) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in 27 connection with the transactions contemplated by this Agreement or (ii) any non-compliance with any Law by such Party or its Affiliates; (c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) discovers any fact or circumstance that, (iii) or becomes aware of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which which, would reasonably be likely expected to cause or result in any condition of the conditions to set forth in Article VI not being satisfied or the obligations satisfaction of those conditions being materially delayed; (e) becomes aware of any inaccuracy in any representation or warranty made by such Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; or (f) becomes aware of the commencement or threat, (v) in writing, of any Actions (Action against such Party or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may beits Affiliates, or any of their respective Subsidiaries whichproperties or assets, if pending on or, to the date hereofKnowledge of such Party, would have been required to have been disclosed pursuant to Section 3.10 any officer, director, partner, member or Section 4.06 manager, in his, her or which relate its capacity as such, of such Party or of its Affiliates with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached. No notification given to a Party pursuant to this Section 5.6 shall change, limit or (vi) otherwise affect any notice of the representations, warranties, covenants or other communication from any third party alleging that the consent obligations of such third party is Party providing such notification or may be required any of such Party’s Subsidiaries contained in connection with the transactions this Agreement, any accompanying schedules or exhibits, or any certificates contemplated by this Agreement; provided that, the delivery of any notice pursuant to this Section 6.07 shall not cure such breach or non-compliance or limit or otherwise affect the rights or remedies available hereunder to the Party receiving such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customers.

Notification of Certain Matters. Seller shall, upon obtaining knowledge of any of the following, Each Party shall give prompt written notice to Parent, and Parent shall, upon obtaining knowledge of any of the following, give prompt notice to Seller, each other Party of (ia) the occurrence occurrence, or non-occurrence failure to occur, of any event the which occurrence or non-occurrence of which would failure to occur that has caused or could reasonably be likely expected to cause (x) any representation or warranty of such Party contained in this Agreement, which is qualified as Agreement to materiality, to be untrue or inaccuratebe, or become as of any representation or warranty time between the date of such Party not so qualifiedthis Agreement and the Effective Time, to be untrue or inaccurate in any material respect (or if such representation or warranty is already qualified by materiality, such representation or warranty being or becoming untrue or inaccurate in any respect), at or prior to the Closing Date, (iiy) any material failure in any material respect of any of Seller, Parent or Purchaser, as the case may be, such Party to comply with or satisfy any covenant, obligation, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations or warranties of the Parties or the conditions to the performance by the Parties hereunder, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (ivb) any notice or other written communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby, and (c) any notice or communication from any Governmental Authority Entity in connection with the transactions contemplated hereby. The Company shall give prompt notice to Merger Sub of (i) the commencement or threat of, or any material development with respect to, any Company Litigation or any litigation or any other action, suit, investigation, inquiry or proceeding or the issuance of an Order relating to this Agreement, the Merger and/or the transactions contemplated by this Agreement, and (vii) the commencement or threat of, or any Actions (material development with respect to, any Company Litigation or communications indicating that any other action, suit, investigation, inquiry or proceeding or the same may be contemplated) commenced issuance of any Order affecting the Company or threatened against any of Sellerthe Company Subsidiaries or any of their respective properties or assets, Parent which, if pending, threatened or Purchaserissued, as the case may be, on or any of their respective Subsidiaries which, if pending on prior to the date hereofof this Agreement, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement; provided that, the 3.8. The delivery of any notice pursuant to this Section 6.07 5.2 is for informational purposes and shall not cure such breach or non-compliance or limit or otherwise affect the rights or remedies available hereunder to the Party any party or parties receiving such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customers.

Notification of Certain Matters. Seller shall, upon obtaining knowledge of any of the following, Parent shall give prompt notice to Parent, and Parent shall, upon obtaining knowledge of the Company if any of the following, give prompt notice to Seller, following occur from the date of this Restated Agreement through the Closing Date: (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would reasonably be likely to cause any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccuratenotice of, or other communication relating to, a default or Event which, with notice or lapse of time or both, would become a default under any representation or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, at or prior to the Closing Date, Parent Material Contract which could have a Parent Material Adverse Effect; (ii) any failure in any material respect receipt of any of Seller, Parent or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from any Governmental Authority third party alleging that the Consent of such third party is or may be required in connection with the transactions contemplated by this Restated Agreement; (iii) receipt of any material notice or other communication from any regulatory authority (including, but not limited to, the NYSE or any other securities exchange) in connection with the transactions contemplated by this Restated Agreement; (iv) receipt of any notice of or other communication regarding or otherwise obtaining knowledge of an Event which would have a Parent Material Adverse Effect; (v) receipt of any Actions (notice of or communications indicating that other communication regarding or otherwise obtaining knowledge of the same may be contemplated) commenced commencement or threatened against threat of which Parent has knowledge of any of Seller, Litigation involving or affecting Parent or Purchaser, as the case may be, any Parent subsidiary or any of their respective Subsidiaries properties or assets, or, to its knowledge, any employee, agent, director or officer, in his or her capacity as such, of Parent or any Parent subsidiary which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or SECTION 3.7; (vi) receipt of any notice of or other communication from regarding or otherwise obtaining knowledge of any third party alleging Event that could cause a breach by Parent of any provision of this Restated Agreement or a Parent Transaction Agreement, including such a breach that could occur if such Event had taken place on or prior to the consent date of such third party is or may be required in connection with the transactions contemplated by this Restated Agreement; provided thatand (vii) amendment, the delivery modification or waiver of any notice pursuant to this Section 6.07 shall not cure such breach or non-compliance or limit or otherwise affect provision of the rights or remedies available hereunder to the Party receiving such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customersIonex Agreement referenced on SCHEDULE 3.7 hereto.

Notification of Certain Matters. Seller shall, upon obtaining knowledge of any of the following, give The Sellers shall provide prompt written notice to Parent, and Parent shall, Buyer upon obtaining knowledge of any of the following, give prompt notice to Seller, of becoming aware (ia) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would reasonably be likely to cause that any representation or warranty of such Party contained made by any Seller in this AgreementAgreement was untrue when made or subsequently has become untrue, which is qualified as (b) of any failure by any Seller to materialitycomply with or satisfy any of its covenants or agreements hereunder, (c) of the occurrence or nonoccurrence of any event that could reasonably be expected to cause any condition precedent to any obligation of Buyer to consummate the Transactions (including the Stock Purchase and the Merger) not to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, satisfied at or prior to the Closing Date, (iid) any failure in any material respect of any of Seller, Parent or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from any Person alleging that the consent of such Person is or may be required in connection with the Transactions (including the Stock Purchase and the Merger), to the extent such consent is not already contemplated by this Agreement or the Disclosure Schedule, (e) of any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this AgreementTransactions (including the Stock Purchase and the Merger), (vf) of the commencement or threat of commencement of any Actions Action regarding the Transactions (including the Stock Purchase and the Merger) or communications indicating that otherwise relating to the same may be contemplated) commenced Company or threatened against any of Seller, Parent or Purchaser, as the case may beits business, or (g) of any of their respective Subsidiaries whichother material development affecting the assets, if pending on the date hereofLiabilities, would have been required to have been disclosed pursuant to Section 3.10 business, financial condition or Section 4.06 or which relate to the consummation operations of the transactions contemplated by this Agreement or (vi) any notice or other communication from any third party alleging Company; provided, however, that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement; provided that, neither the delivery of any notice pursuant to this Section 6.07 6.7 nor obtaining any information or knowledge in any investigation pursuant to Section 6.5 or otherwise shall not (i) cure such any breach of, or non-compliance with, any representation or warranty requiring disclosure of such matter, or any breach of any other provision of this Agreement, (ii) amend or supplement any scheduled disclosure made by the Sellers in Article III or Article IV or (iii) limit or otherwise affect the rights or remedies available hereunder to the Party receiving receiving, or entitled to receive, such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customers.

Notification of Certain Matters. Seller shall, upon obtaining knowledge of any of the following, The Company and its Subsidiaries shall give prompt notice to Parent, the Purchasers and Parent shall, upon obtaining knowledge of any of the following, Purchasers shall give prompt notice to Sellerthe Company, of as applicable, of: (a) (i) the occurrence, or failure to occur, of any event, which occurrence or non-occurrence of any event the occurrence or non-occurrence of which failure would reasonably be likely to cause any representation or warranty of made by such Party party contained in this Agreement, which is qualified as to materiality, Agreement or in any exhibit or schedule hereto or in any other Transaction Document to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, at or prior to the Closing Date, (ii) any Material Adverse Change with respect to such party, individually or in the aggregate, and (iii) any failure in any material respect of such party and its Subsidiaries or any of Sellertheir respective Affiliates, Parent stockholders or Purchaser, as the case may be, representatives to comply with with, perform or satisfy any covenant, condition or agreement to be complied with with, performed by or satisfied by it hereunderunder this Agreement or any exhibit or schedule hereto or under any Transaction Document; PROVIDED that such disclosure shall not be deemed to cure, (iii) the occurrence or non-occurrence to relieve such party of any event liability or obligation with respect to, any breach of or failure to satisfy any representation, warranty, covenant, condition or agreement under any of the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, Transaction Documents. (ivb) any notice or other written communication from any Governmental Authority Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, the Transaction Documents; (vc) any notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by the Transaction Documents; and (d) any Actions (commenced or, to the best of its knowledge threatened against, relating to or communications indicating that the same may be contemplated) commenced involving or threatened against any of Seller, Parent or Purchaser, as the case may be, otherwise affecting such party or any of their respective its Subsidiaries which, if pending on the date hereofof this Agreement, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 3.13 (with respect to the Company and its Subsidiaries) or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement; provided that, the delivery of any notice pursuant to this Section 6.07 shall not cure such breach or non-compliance or limit or otherwise affect the rights or remedies available hereunder to the Party receiving such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customersTransaction Documents.

Notification of Certain Matters. Seller shall, upon obtaining knowledge of any of During the following, Interim Period: (a) Each party shall give prompt written notice to Parent, and Parent shall, upon obtaining knowledge of any of the following, give prompt notice to Seller, other of (i) the occurrence or non-non- occurrence of any event Event, the occurrence or non-occurrence of which would reasonably be likely to cause render any representation or warranty of such Party the notifying party contained in this Agreement, which is qualified as to materiality, to be untrue if made on or inaccurate, or any representation or warranty immediately following the date of such Party not so qualifiedEvent, to be untrue or inaccurate in any material respect, at or prior to the Closing Date, (ii) the occurrence of any Event that, individually or in combination with any other Events, has had or could reasonably be expected to have a Material Adverse Effect with respect to such notifying party, (iii) any failure in any material respect of any of Seller, Parent or Purchaser, as the case may be, notifying party to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder, (iii) hereunder or any Event that would otherwise result in the occurrence or non-occurrence nonfulfillment of any event of the occurrence or non-occurrence of which would be likely to cause any condition conditions to the other party’s obligations of any Party to effect the transactions contemplated hereby not to be satisfiedhereunder, (iv) any notice or other written communication from any Governmental Authority Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (viv) any notice Proceeding pending or, to the knowledge of the notifying party, threatened against a Party or other communication from any third party alleging that the consent of such third party is or may be required in connection with Parties relating to the transactions contemplated by this Agreement; provided that. (b) Notwithstanding anything to the contrary contained herein, the delivery no notice delivered pursuant to Section 5.03(a), shall be deemed to cure any breach of any representation, warranty, covenant or agreement of any party contained in this Agreement or have any effect for any purposes under this Agreement, including the satisfaction of the conditions set forth in this Agreement under Article VI or any right of a party to terminate this Agreement under Article VII. (c) Without limiting the generality of Section 5.01(a), during the Interim Period, Subversive shall give SC Vessel or SC Branding, as the case may be, prompt notice pursuant to this Section 6.07 shall not cure such breach of the occurrence or non-compliance occurrence of any Event or limit any fact or circumstance that is reasonably likely to result in (i) Subversive failing to be treated as a domestic corporation for U.S. federal income tax purposes pursuant to Section 7874 of the Code immediately prior to, as of or after the closing of each of the OG Enterprises Transaction and the Xxxxxx Transaction, (ii) either the OG Enterprises Transaction or the Xxxxxx Transaction failing to qualify as a “reorganization” within the meaning of Sections 368(a) of the Code for U.S. federal income Tax purposes, or (iii) any adverse Tax consequence to SC Vessel or SC Branding, or their direct or indirect owners, under Section 367 of the Code or otherwise affect as a result of the rights OG Enterprises Transaction or remedies available hereunder to the Party receiving Xxxxxx Transaction (any such notice. Seller shall consult with Parentevent described in clauses (x), and consider reasonable requests made by Parent(y) or (z) of this Section 5.01(c), regarding the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customersan “Adverse Tax Consequence”).

Notification of Certain Matters. Seller shall, upon obtaining knowledge From the date of any this Agreement through the earlier of the followingClosing or the termination of this Agreement in accordance with Article XII, each of Acquiror, the Companies and the Holder Representatives shall give prompt notice to Parent, and Parent shall, upon obtaining knowledge of the other parties if Acquiror or any of its Subsidiaries or any member of the following, give prompt notice to applicable Company Group or any SIM Seller, of as applicable, (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would reasonably be likely to cause any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, at or prior to the Closing Date, (ii) any failure in any material respect of any of Seller, Parent or Purchaser, as the case may be, fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderAcquiror or any of its Subsidiaries, such member of a Company Group or such SIM Seller hereunder in any material respect, (ii) receives any written notice or other communication from any third Person (including any Governmental Authority) alleging (A) that the consent, approval, waiver or filing of such third Person is or may be required in connection with the Transactions or (B) any material non-compliance with any material Law by Acquiror or any of its Subsidiaries or such member of the applicable Company Group or such SIM Seller, as applicable, (iii) the occurrence or non-occurrence of receives any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any written notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this AgreementTransactions, (iv) to the Knowledge of Panavision, Acquiror or SIM (without, for the avoidance of doubt, any duty of inquiry), as applicable, any fact or circumstance has occurred or not occurred that would reasonably be expected to cause or result in any of the conditions set forth in Article XI not being satisfied or the satisfaction of those conditions being materially delayed, or (v) to the Knowledge of Panavision, Acquiror or SIM (without, for the avoidance of doubt, any Actions (or communications indicating that the same may be contemplated) duty of inquiry), as applicable, any Action is commenced or threatened in writing against any of Seller, Parent or Purchaser, as (A) in the case may beof the Company Groups, any member of the applicable Company Group with respect to the Transactions, (B) in the case of SIM or the SIM Holder Representative, any SIM Seller with respect to the Transactions, (C) in the case of Acquiror, Acquiror or any of their respective Subsidiaries whichits Affiliates (including Sponsor) or (D) any of the directors, if pending on managers or officers, in his, her or its capacity as such, of any member of the date hereofapplicable Company Group or Acquiror or any of its Subsidiaries, would as applicable, with respect to the Transactions. No such notice shall constitute an acknowledgment or admission by the party providing the notice regarding whether any of the conditions to the Closing have or have not been satisfied or in determining whether any of the representations, warranties or covenants contained in this Agreement have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement; provided that, the delivery of any notice pursuant to this Section 6.07 shall not cure such breach or non-compliance or limit breached or otherwise affect or limit any of the rights party’s respective rights, remedies or remedies available hereunder obligations hereunder, unless and to the Party receiving extent that any such notice. Seller shall consult with Parentconditions to the Closing have or have not been actually satisfied or any such representations, and consider reasonable requests made by Parent, regarding the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customerswarranties or covenants have actually been breached.

Notification of Certain Matters. Seller shall, upon obtaining knowledge Each of any of the following, Target and Acquiror shall give prompt notice to Parent, and Parent shall, upon obtaining knowledge of the other if any of the following, give prompt notice to Seller, of (i) following occurs after the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would reasonably be likely to cause any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, at or Agreement Date and prior to the Closing Date, Effective Time: (iia) any failure in any material respect receipt of any of Sellernotice of, Parent or Purchaserother communication relating to, as the case may bea default, to comply or event which with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from lapse of time or both would become a default, under any Governmental Authority in connection with the transactions contemplated by this Agreement, Material Contract; (vb) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any receipt of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication in writing from any third party Person alleging that the consent of such third party Person is or may be required in connection with the transactions contemplated by this Agreement; provided (c) receipt of any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) the occurrence or non-occurrence of any fact or event which could reasonably be expected to cause any covenant, condition or agreement hereunder not to be complied with or satisfied in all material respects; (e) the commencement or threat of any action involving or affecting Target or Acquiror or any of their respective properties or assets; (f) the occurrence or non-occurrence of any fact or event that causes or is reasonably likely to cause a breach by Target or Acquiror of any provision of this Agreement applicable to it; (g) the occurrence of any fact or event of which such party becomes aware that results in the material inaccuracy in any representation or warranty of such party in this Agreement; and (h) the occurrence of any event that, had it occurred prior to the Agreement Date without any additional disclosure hereunder, would have constituted a Material Adverse Effect of Target or Acquiror; provided, that the delivery of any notice by any party pursuant to this Section 6.07 provision shall not modify any representation or warranty of such party, cure such breach or non-compliance any breaches thereof or limit or otherwise affect the rights or remedies available hereunder to the Party other parties and the failure of the party receiving such notice. Seller information to take any action with respect to such notice shall consult with Parent, and consider reasonable requests made by Parent, regarding not be deemed a waiver of any breach or breaches to the attachment representations or warranties of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against the party disclosing such customersinformation.

Notification of Certain Matters. Seller shallBetween the date hereof and the Closing, upon obtaining knowledge of any of the following, each party to this Agreement will give prompt notice in writing to Parent, and Parent shall, upon obtaining knowledge of any of the following, give prompt notice to Seller, of other party hereto of: (i) any information that indicates that any representation and warranty of such party contained herein was not true and correct as of the occurrence date hereof or non-will not be true and correct as of the Closing, (ii) the occurrence of any event which could result in the occurrence failure to satisfy a condition specified in Article 6 or non-occurrence of which would reasonably be likely to cause any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, at or prior to the Closing Date, (ii) any failure in any material respect of any of Seller, Parent or PurchaserArticle 7 hereof, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderapplicable, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication from any third party person alleging that the consent of such third party person is or may be required in connection with the transactions contemplated by this Agreement; provided that, and (iv) in the delivery case of the Stockholders and the Companies, any notice of, or other communication relating to, any default or event which, with notice or lapse of time or both, would become a default under any Company Agreement. The Stockholders shall (x) promptly advise UAG of any event that has, or could in the future have, a Material Adverse Effect (y) confer on a regular basis with one or more designated representatives of UAG to report operational matters and to report the general status of ongoing operations, and (z) notify UAG of any emergency or other change in the normal course of business or in the operation of the properties of the Companies and of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated) or adjudicatory proceedings involving the Companies or any of their assets or operations, and will keep UAG fully informed of such events and permit UAG's representatives access to all materials prepared in connection therewith. The Stockholders shall give prompt notice to UAG of any notice pursuant to this Section 6.07 shall not cure such breach or non-compliance other communication from any third person asserting any right, title or limit or otherwise affect interest in any of the rights or remedies available hereunder to the Party receiving such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding the attachment of Seller Shares held by certain customers the Stockholders (including, without limitation, any threat to commence, or notice of Seller the commencement of any action or other proceeding with respect to any of the Shares) or the occurrence of any other event of which the Stockholders have knowledge which could result in connection with debt collection proceedings against such customersany failure to consummate the sale of the Shares as contemplated hereby.

Notification of Certain Matters. Seller shall, upon obtaining knowledge of any of the following, (a) Sellers shall give prompt written notice to Parent, and Parent shall, upon obtaining knowledge of any of the following, give prompt notice to Seller, of Buyer (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would reasonably be likely to cause if they become aware that any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue Sections 3 or inaccurate, or any representation or warranty of such Party not so qualified, to be 4 was untrue or inaccurate in any material respect, at respect as of the date made or prior to the Closing Date, deemed made; (ii) if they become aware that any event has or has not occurred which causes or would be reasonably likely to cause any condition set forth in Sections 8 or 9 not to be satisfied; and (iii) of any failure or anticipated failure of any Seller or Alaska Entity to comply in any material respect of with any of Seller, Parent or Purchaser, as the case may be, to comply with or satisfy any covenant, condition covenant or agreement to be complied with at or satisfied by prior to Closing. (b) Buyer shall give prompt written notice to Sellers (i) if it hereunderbecomes aware that any representation or warranty contained in Sections 3 or 4 was untrue or inaccurate in any material respect as of the date made or deemed made, (iiiii) the occurrence or non-occurrence of if it becomes aware that any event the occurrence has or non-occurrence of has not occurred which causes or would be reasonably likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby set forth in Sections 8 or 9 not to be satisfied, ; (iii) of any failure or anticipated failure of Buyer to comply in any material respect with any covenant or agreement to be complied with at or prior to Closing; and (iv) any upon receipt from The Chase Manhattan Bank ("Chase") of a notice or other written communication from any Governmental Authority pursuant the last sentence of the seventh paragraph of the Commitment Letter contained in connection with the transactions contemplated by this AgreementExhibit 4.4(b), (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Sellerwhich notice, Parent or Purchaser, as in the case may be, or of subclause (iv) shall include a copy of any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or such notice received from Chase. (vic) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement; provided that, the The delivery of any notice pursuant to this Section 6.07 shall not cure be deemed to (i) modify the representations or warranties hereunder of the party delivering such breach notice; (ii) modify any condition to Closing set forth in Section 8 or non-compliance Section 9; or (iii) limit or otherwise affect the rights or remedies available hereunder to the Party party receiving such notice. Seller ; provided however that notification that a Material Adverse Effect has occurred shall consult only give rise to Buyer's right to accept such Material Adverse Effect and proceed to the Closing of the Purchase Transactions or terminate this Agreement pursuant to Section 11 and with Parent, and consider reasonable requests made by Parent, regarding the attachment of Seller Shares held by certain customers of Seller effects described in connection with debt collection proceedings against such customersSection 11.2.

Notification of Certain Matters. Seller shall, upon obtaining knowledge of any Each of the following, Parties shall give prompt notice to Parent, BIG and Parent shall, upon obtaining knowledge of Hightimes if any of the following, give prompt notice to Seller, of following occurs during the Interim Period: (i) there has been a material failure on the occurrence or non-occurrence part of any event the occurrence or non-occurrence of which would reasonably be likely to cause any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, at or prior to providing the Closing Date, (ii) any failure in any material respect of any of Seller, Parent or Purchaser, as the case may be, notice to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, ; (iiiii) the occurrence or non-occurrence receipt of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication in writing from any third party (including any Governmental Authority) alleging (A) that the consent Consent of such third party is or may be required in connection with the transactions contemplated by this AgreementAgreement (other than those Consents specified in the Disclosure Schedules or those Consents that are not material) or (B) any non-compliance with any Law in any material respect; provided that, the delivery (iii) receipt of any notice pursuant to or other communication from any Governmental Authority in connection with the transactions contemplated by this Section 6.07 shall not cure such breach Agreement; (iv) the discovery of any fact or circumstance that, or the occurrence or non-compliance occurrence of any event the occurrence or limit non-occurrence of which, would reasonably be expected to cause or otherwise affect result in any of the rights conditions set forth in Article VIII not being satisfied or remedies available hereunder the satisfaction of those conditions being materially delayed; or (v) the commencement or, to the Knowledge of such Party, threat of any Action against any Party receiving or any of its Affiliates, or any of their respective properties or assets, or, to the Knowledge of such noticeParty, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates with respect to the consummation of the transactions contemplated by this Agreement. Seller No such notice shall consult with Parentconstitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, and consider reasonable requests made by Parent, regarding the attachment of Seller Shares held by certain customers of Seller warranties or covenants contained in connection with debt collection proceedings against such customersthis Agreement have been breached.

Notification of Certain Matters. Seller shallFrom the date hereof until the Closing Date, upon obtaining knowledge of the Company shall promptly notify Parent if, to the Company’s Knowledge: (a) There exists any of the followinginaccuracy in, give prompt notice to Parentor any breach of, and Parent shall, upon obtaining knowledge of any of the following, give prompt notice to Seller, of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would reasonably be likely to cause any representation or warranty of such Party contained the Company set forth in Article 2 of this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, at or prior to the Closing Date, (ii) any failure breach in any material respect of any covenant or obligation of Sellerthe Company set forth in this Agreement, Parent in either case that would cause or Purchaser, as result (assuming for this purpose that the case may be, date the same became known to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iiithe Company is the Closing Date) in a failure of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not Closing set forth in Section 7.3(a) hereof to be satisfied, ; (ivb) any Any written or express notice or other written communication from any Governmental Authority Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreementhereby; (c) Any written or express notice or other communication from any Government in connection with the transactions contemplated hereby; (d) Any action, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may besuit, or any of their respective Subsidiaries whichproceeding commenced against the Company that, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement; provided that, the delivery and (i) There is damage or destruction by fire or other casualty of any notice material asset or part thereof or (ii) any asset or part thereof becomes the subject of any proceeding or threatened proceeding for the taking thereof or of any right relating thereto by condemnation, eminent domain or other similar governmental action. The Company hereby acknowledges that Parent does not and shall not waive any right it may have hereunder (or under applicable Law) as a result of such notifications and any notification given pursuant to this Section 6.07 shall not cure such breach or non-compliance or limit or otherwise affect the rights or remedies available hereunder 4.2 (including any supplement to the Party receiving such notice. Seller shall consult with ParentSchedules to this Agreement), and consider reasonable requests that such notifications shall (i) not have any effect for purposes of determining satisfaction of the conditions set forth in Section 7.3 of this Agreement, and (ii) not in any way limit the Parent’s exercise of its rights hereunder (including its rights to indemnification hereunder) or other rights under applicable law. In addition, no such notification shall be deemed to avoid or cure any misrepresentation or breach of warranty or constitute an amendment of any representation, warranty or statement in this Agreement (including for purposes of determining the fulfillment of the condition precedent in Section 7.3(a)) or negate any right to indemnification hereunder or other rights under applicable law (it being understood that the Parent Indemnified Persons are being indemnified under Section 8.2 as if none of the disclosures or exceptions to the representations and warranties of the Company made by Parent, regarding herein on the attachment date hereof have changed on and as of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customersthe Closing Date).

Notification of Certain Matters. Seller shall, upon obtaining knowledge Each of Company and Parent shall give immediate notice to the other parties if any of the following, give prompt notice following occurs after the date of this Agreement and prior to Parent, and Parent shall, upon obtaining knowledge of any of the following, give prompt notice to Seller, of Effective Time (i) the occurrence or non-occurrence receipt of any event the occurrence or non-occurrence of which would reasonably be likely to cause any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccuratenotice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any representation or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, at or prior to the Closing DateMaterial Contract, (ii) any failure in any material respect receipt of any of Seller, Parent or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication in writing from any third party Person alleging that the consent of such third party Person is or may be required in connection with the transactions contemplated by this Agreement, (iii) receipt of any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, (iv) to Company’s knowledge, the occurrence or non-occurrence of any fact or event that would reasonably be expected to cause any covenant, condition or agreement hereunder not to be complied with or satisfied, (v) the commencement or threat of any action involving or affecting Company or any of its properties or assets, (vi) to Company’s knowledge or Parent’s knowledge, the occurrence or non-occurrence of any fact or event that causes or is reasonably likely to cause a breach by Company or Parent of any provision of this Agreement applicable to it, (vii) to Company’s knowledge or Parent’s knowledge, the occurrence of any fact or event of which such party becomes aware that results in the inaccuracy in any representation or warranty of such party in this Agreement, and (viii) to Company’s knowledge or Parent’s knowledge, the occurrence of any event that had it occurred prior to the date of this Agreement without any additional disclosure hereunder, would have constituted a Material Adverse Effect of Company; provided thatprovided, however, that the delivery of any notice by any party pursuant to this Section 6.07 provision shall not modify any representation or warranty of such party, cure such breach or non-compliance any breaches thereof or limit or otherwise affect the rights or remedies available hereunder to the Party other parties and the failure of the party receiving such notice. Seller information to take any action with respect to such notice shall consult with Parent, and consider reasonable requests made by Parent, regarding not be deemed a waiver of any breach or breaches to the attachment representations or warranties of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against the party disclosing such customersinformation.

Notification of Certain Matters. Seller shall, upon obtaining knowledge From and after the date of any this Agreement until the earlier of the followingEffective Time or termination of this Agreement pursuant to and in accordance with Article VII, each party shall give prompt oral and written notice to Parenteach other party of (a) any written notice or other written communication, and Parent shall, upon obtaining knowledge or other notice or communication of any which the Company’s officers identified on Section 8.4 of the followingCompany Disclosure Schedule have knowledge, give prompt in each case, from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby, (b) notice to Selleror communication from any Governmental Entity in connection with the transactions contemplated hereby, of (ic) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would reasonably be likely to cause any representation or warranty failure of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, at or prior to the Closing Date, (ii) any failure in any material respect of any of Seller, Parent or Purchaser, as the case may be, party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderpursuant to this Agreement or the inaccuracy of a representation or warranty made by such party which, (iii) individually or in the occurrence or non-occurrence of any event the occurrence or non-occurrence of which aggregate, would reasonably be likely expected to cause result in any condition to the obligations of any Party such party to effect the Merger and the other transactions contemplated by this Agreement not to be satisfied or (d) the commencement of any Company Litigation or any other action, suit, arbitration, mediation, appraisal, investigation, inquiry or proceeding, in any forum, which relates to the consummation of the transactions contemplated hereby not to be satisfiedor the issuance of any Order affecting the Company, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Sellerits Subsidiaries, Parent any of the Company Managed Facilities, or Purchaserany of their respective properties or assets, in either case which, if pending or issued, as the case may be, on or any of their respective Subsidiaries which, if pending on prior to the date hereofof this Agreement, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement; provided that, the 3.1. The delivery of any notice pursuant to this Section 6.07 5.9 is for informational purposes and shall not cure such breach or non-compliance or limit or otherwise affect the rights or remedies available hereunder to the Party any party or parties receiving such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customers.

Notification of Certain Matters. Seller shall, upon obtaining knowledge of any Each of the following, Sellers and the Purchaser shall give prompt notice to Parent, and Parent shall, upon obtaining knowledge of any the other of the following, give prompt notice to Seller, of : (ia) the occurrence or non-occurrence after the date hereof of any event the whose occurrence or non-occurrence of which nonoccurrence would reasonably be likely to cause either (i) any representation or warranty of such Party party contained in this Agreement, which is qualified as to materiality, Agreement to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, to be become untrue or inaccurate in any material respectrespect at any time from the date hereof through the Closing, at or prior to the Closing Date, (ii) any failure in any material directly or indirectly, a Company Material Adverse Effect with respect of any of Seller, Parent to the Sellers or a Purchaser Material Adverse Effect with respect to the Purchaser, as the case may be; (b) any material failure of such party, or any officer, director, employee or agent of any thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, ; (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (ivc) any notice of, or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreementrelating to, (v) any Actions (a default or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries event which, if pending on with notice or lapse of time or both, would become a default, received by it subsequent to the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate hereof and prior to the consummation Closing Date, under any note, bond, mortgage, deed of trust, security interest, indenture, license, agreement, plan, Contract (including any Assumed Contract), lease, commitment or other instrument or obligation material to the transactions contemplated by this Agreement financial condition, properties, businesses or results of operations of it taken as a whole to which it is a party or is subject; (vid) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement; provided thatand (e) any objection to the motions to approve the Overbid Procedures Order or to approve the transactions contemplated by this Agreement or the initiation of any legal action or proceeding with respect to the transactions contemplated by this Agreement, including any motion to require Sellers to assume or reject executory contracts; provided, however, that the delivery of any notice pursuant to this Section 6.07 5.7 shall not cure such breach or non-compliance or limit or otherwise affect the rights or remedies available hereunder to the Party party receiving such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customersnotice hereunder.

Notification of Certain Matters. Seller shallEach of Inventergy, upon obtaining knowledge on one hand, and each of any of Parent and Merger Sub, on the followingother hand, shall give prompt notice to Parentthe other (and, and Parent shallif in writing, upon obtaining knowledge of furnish copies of) if any of the following, give prompt notice to Seller, of following occurs during the Executory Period: (i) there has been a material failure on the occurrence or non-occurrence part of any event the occurrence or non-occurrence of which would reasonably be likely to cause any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, at or prior to providing the Closing Date, (ii) any failure in any material respect of any of Seller, Parent or Purchaser, as the case may be, notice to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, ; (ii) receipt of any notice or other communication in writing from any third Person alleging that the consent of such third Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) receipt of any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (iv) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which which, would reasonably be likely expected to cause or result in any condition of the conditions to the obligations Merger set forth in Article VI not being satisfied or the satisfaction of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice of those conditions being materially delayed; or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) the commencement or threat, in writing, of any Actions (or communications indicating that the same may be contemplated) commenced or threatened Action against any Party or any of Seller, Parent or Purchaser, as the case may beits Affiliates, or any of their respective Subsidiaries whichproperties or assets, if pending on or, to the date hereofknowledge of Inventergy or Parent, would have been required as applicable, any officer, director, partner, member or manager, in his or her capacity as such, of Inventergy or Parent, as applicable, or any of their Affiliates with respect to have been disclosed pursuant the consummation of Merger. No such notice to Section 3.10 any Party shall constitute an acknowledgement or Section 4.06 admission by the Party providing notice regarding whether or which relate not any of the conditions to Closing or to the consummation of the transactions contemplated by Merger have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached. Moreover, no information or (vi) knowledge obtained by any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement; provided that, the delivery of any notice Party hereto pursuant to this Section 6.07 shall not cure such breach 4.04 will affect or non-compliance be deemed to modify any representation or limit warranty contained herein or otherwise affect the rights or remedies available hereunder conditions to the Party receiving such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding obligations of the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customersParties to consummate the Merger.

Notification of Certain Matters. Seller shallNAI shall give prompt notice to Purchaser, upon obtaining knowledge and Purchaser shall give prompt notice to NAI, of any of the following, give prompt notice to Parent, and Parent shall, upon obtaining knowledge of any of the following, give prompt notice to Seller, of : (ia) the occurrence or non-occurrence of any event event, the occurrence or non-occurrence of which would reasonably be likely to may cause any representation or warranty of such Party contained party or its Affiliates (in the case of NAI) in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, Agreement to be untrue or inaccurate at the Closing Date in any material respect, at or prior to the Closing Date, ; STARBURST ASSET PURCHASE AGREEMENT (iib) any failure of such party or its Affiliates (in any material respect of any of Seller, Parent or Purchaser, as the case may be, of NAI) to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; (c) change or event, or series of changes or events having or reasonably expected to have a Material Adverse Effect on it (iiiin the case of Sellers) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which that would be likely reasonably be expected to cause any condition to of the obligations of any Party to effect the transactions contemplated hereby conditions in Article IX not to be satisfied, satisfied or to cause the satisfaction thereof to be materially delayed; (ivd) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any receipt of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication from any third party alleging that the consent of such third party is or may be required Governmental Entity in connection with the transactions contemplated by this Agreement; provided thatand (e) any Litigation commenced or, to the knowledge of Purchaser or to the knowledge of Sellers, threatened against Purchaser or Sellers that seeks to prohibit or prevent consummation of the transactions contemplated by this Agreement; provided, however, that the delivery of any notice pursuant to this Section 6.07 8.7 shall not cure such breach or non-compliance or limit or otherwise affect the rights or any remedies available hereunder to the Party party receiving such notice. Seller Each of the parties to this Agreement shall consult with Parentuse all commercially reasonable efforts to effectuate the transactions contemplated hereby and to fulfill or cause to be fulfilled the conditions to closing under this Agreement. Each party hereto, at the reasonable request of another party hereto, shall execute and consider reasonable requests made by Parent, regarding deliver such other instruments and do and perform such other acts and things as may be reasonably necessary or desirable for effecting completely the attachment consummation of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customersthis Agreement and the transactions contemplated hereby.

Notification of Certain Matters. Seller shall, upon obtaining knowledge of any of the following, The Company shall give prompt written notice to Parent, and Parent shall, upon obtaining knowledge of any of the following, shall give written prompt notice to Sellerthe Company, of (i) any notice or other communication received by such party from any Governmental Authority in connection with the Transactions or from any Person alleging that the consent of such Person is or may be required in connection with the Transactions, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation or Parent or the ability of the parties to consummate the Transactions, (ii) any actions, suits, claims, investigations or proceedings commenced or, to such party's knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Affiliates which relate to the Transactions, (iii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which which, would reasonably be likely to cause any representation or warranty of made by such Party party contained in this Agreement, which Agreement (A) that is qualified as to materiality, materiality or Material Adverse Effect to be untrue or inaccurate, or any representation or warranty of such Party (B) that is not so qualified, qualified to be untrue or inaccurate in any material respect, at or prior and the Company shall as part of such notice include an amendment of the Company Disclosure Schedule to the Closing Dateextent necessary to make the Company Disclosure Schedule true and correct in light of, and as of the time of, such discovery or occurrence or non-occurrence (including the commencement or threat of any action, suit, claim, investigation or proceeding referred to in clause (ii) any failure in of this sentence), (iv) any material respect failure of any of Seller, Parent or Purchaser, as the case may be, such party to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; provided, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfiedhowever, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement; provided that, the delivery of any notice pursuant to this Section 6.07 5.7 shall not (x) cure any breach of any representation or warranty of the party giving such breach notice or any non-compliance by the party giving such notice with any other provision contained in this Agreement or (y) limit or otherwise affect the rights or remedies available hereunder to the Party party receiving such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding the attachment of Seller Shares held by certain customers of Seller notice (except as otherwise specifically provided in connection with debt collection proceedings against such customersSection 8.2(a)).

Notification of Certain Matters. Seller shall, upon obtaining knowledge of any Until the earlier of the followingClosing Date or the termination of this Agreement in accordance with Article VII, the Company and the Shareholders shall give prompt notice to Parent, and Parent shall, upon obtaining knowledge of Purchaser if any of the followingfollowing occurs after the date of this Agreement: (a) any notice of, give prompt or other communication relating to, a breach, default, or event which with notice or lapse of time or both could become a breach or default, under any Material Contract; (b) receipt of any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the Contemplated Transactions, other than a consent disclosed pursuant to Seller, Section 2.5 or Section 2.6 of the Company Disclosure Schedules; (ic) receipt of any notice or other communication from any Governmental Authority in connection with the Contemplated Transactions; (d) the occurrence or non-occurrence of any fact or event the occurrence or non-occurrence of which would could reasonably be likely expected to cause any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, at or prior to the Closing Date, (ii) any failure in any material respect of any of Seller, Parent or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement hereunder not to be complied with (including those in Article VI) or satisfied by it hereunder, in any material respect or any representation or warranty to be breached in any material respect; (iiie) the occurrence commencement or non-threat of any litigation or government investigation involving or affecting the Company or any of its properties or assets; (f) notice of any cancellation or material change in any insurance maintained by the Company, and (g) the occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition that, had it occurred prior to the obligations date of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, Agreement would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement; provided that, the constituted a Material Adverse Effect. The delivery of any notice pursuant to this Section 6.07 5.5 or otherwise after execution of this Agreement shall not be deemed to cure such any breach of any representation, warranty, or non-compliance covenant or limit or otherwise affect the rights or remedies available hereunder to of the Party party receiving such the notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customers.

Notification of Certain Matters. Seller shall, upon obtaining knowledge of any of (a) Parent and the following, give prompt notice to Parent, and Parent shall, upon obtaining knowledge of any of the following, give prompt notice to Seller, Company shall promptly notify each other of (ia) any circumstance or the occurrence or non-occurrence of any fact or event the occurrence or non-occurrence of which would be reasonably be likely (i) to cause any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, Agreement to be untrue or inaccurate in any material respect, respect at or prior any time from the date hereof to the Closing DateEffective Time, (ii) to cause any material covenant, condition or agreement under this Agreement not to be complied with or satisfied, or (iii) to result in a Material Adverse Effect on the Company, and (b) any failure in any material respect of any of Sellerthe Company, Parent or the Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, (iii) however, that no such notification shall affect the occurrence representations or non-occurrence warranties of any event party, the occurrence or non-occurrence of which would be likely to cause any condition conditions to the obligations of any Party to effect party hereunder, or the transactions contemplated hereby not to be satisfied, (iv) remedies of any notice party whether under applicable Law or other written communication from any Governmental Authority in connection with hereunder. Each of the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of SellerCompany, Parent or Purchaser, as and the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate Purchaser shall give prompt notice to the consummation other parties hereof of the transactions contemplated by this Agreement or (vi) any notice or other communication from any third party alleging that the consent Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement; provided that. (b) From and after the execution of this Agreement, the delivery Company shall promptly (and in any event no later than 24 hours after receipt of any notice pursuant inquiry, proposal or other materials relating to this Section 6.07 shall not cure an Acquisition Transaction) (i) advise the Purchaser in writing of the receipt, directly or indirectly, of any such breach inquiry, proposal or non-compliance or limit or otherwise affect the rights or remedies available hereunder to the Party receiving such notice. Seller shall consult with Parentother materials, and consider reasonable requests made of any discussions, negotiations or proposals relating to an Acquisition Transaction (including without limitation a Superior Proposal), (ii) identify the offeror, and (iii) provide Parent or the Purchaser copies of all material proposed written agreements, arrangements, or understandings, including the forms of any material agreements supplied by Parentthird parties, regarding and all applicable financial statements and evidence of any planned financing with respect to such Acquisition Transaction (and a description of all material oral agreements with respect thereto). The Company shall promptly advise Parent of all material developments relating to such proposal, including the attachment results of Seller Shares held by certain customers of Seller in connection any discussions or negotiations with debt collection proceedings against such customersrespect thereto.

Notification of Certain Matters. From the date hereof through the ------------------------------- Closing, Seller shall, upon obtaining knowledge of any of the following, shall give prompt notice to Parent, and Parent shall, upon obtaining knowledge of any of the following, give prompt notice to Seller, Buyer of (ia) the occurrence occurrence, or non-occurrence failure to occur, of any event the which occurrence or non-occurrence of which failure would reasonably be likely to cause any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue Agreement or inaccurate, in any exhibit or any representation or warranty of such Party not so qualified, schedule hereto to be untrue or inaccurate in any material respect, at or prior to the Closing Date, respect and (iib) any failure in of Seller, or any material respect of its affiliates, or of any of Seller, Parent its shareholders or Purchaser, as the case may beRepresentatives, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement or any exhibit or schedule hereto; provided, (iii) the occurrence however, that such disclosure shall not be deemed to -------- ------- cure any breach of a representation, warranty, covenant or non-occurrence agreement or to satisfy any condition. Seller shall promptly notify Buyer of any event Default, the occurrence threat or non-occurrence of which would be likely to cause any condition to the obligations commencement of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may beAction, or any development that occurs before the Closing that could in any way materially affect Seller, the Assets or the Business. In the event that the officers of their respective Subsidiaries whichBuyer listed on Exhibit H hereto have actual knowledge (without any investigation and without attribution of knowledge of any other person) of the existence, if pending on prior to the date hereofClosing Date, of any fact or condition which would render the Seller in breach of any representation or warranty of the Seller contained in this Agreement or in any Ancillary Agreements of which Buyer has not notified Seller as soon as practical after such discovery, any claim for indemnification which Buyer would have been required able to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement; provided that, the delivery of any notice assert pursuant to this Section 6.07 shall not cure such breach or non-compliance or limit or otherwise affect the rights or remedies available hereunder to the Party receiving such notice. Seller shall consult with ParentAgreement is hereby waived by Buyer, and consider reasonable requests made by Parent, regarding the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customersis hereby unconditionally released therefrom.

Notification of Certain Matters. Seller shall, upon obtaining knowledge of any of the following, give The Company shall provide prompt notice to ParentIRT, and Parent shall, upon obtaining knowledge of any of the following, give IRT shall provide prompt notice to Sellerthe Company, of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence nonoccurrence of which would reasonably be likely to cause any representation or warranty of such Party made by them and contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, Agreement to be untrue or inaccurate in any material respect, respect at or prior to the Closing DateEffective Time, (ii) any material failure in any material respect of any of Seller, Parent the Company or PurchaserIRT, as the case may be, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence any notice of, or non-occurrence 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 event the occurrence or non-occurrence of which would be likely to cause any condition its Subsidiaries subsequent to the obligations date hereof and prior to the Effective Time, under any agreement or instrument to which it or any of its Subsidiaries is a party or by which any Party assets or properties of it or its Subsidiaries are subject, which default if conclusively established adversely to effect IRT or the transactions contemplated hereby not Company would reasonably be expected to be satisfiedresult in an IRT Material Adverse Effect or Company Material Adverse Effect, as applicable, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (person or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication from any third party entity alleging that the consent of such third party person or entity is or may be required in connection with any of the transactions contemplated by this Agreement, or (v) any Company Material Adverse Effect or IRT Material Adverse Effect shall have occurred or is reasonably likely to occur; provided thatPROVIDED, HOWEVER that the delivery of any notice pursuant to this Section 6.07 5.11 shall not cure such any breach or non-compliance noncompliance under this Agreement or limit or otherwise affect the rights or remedies available hereunder to the Party party receiving any such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customers.

Notification of Certain Matters. Seller shall(a) From execution hereof through Closing, upon obtaining knowledge of any of the following, MBS Parties shall give prompt written notice to Parent, and Parent shall, upon obtaining knowledge of any of the following, give prompt notice to Seller, Buyer of (i) the occurrence or non-occurrence of any event change, condition or event, the occurrence or non-occurrence of which would reasonably be likely to cause render any representation or warranty of such Party the MBS Parties contained in this Agreement or any Ancillary Agreement, which is qualified as to materialityif made on or immediately following the date of such event, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, at or prior to the Closing Date, (ii) the occurrence of any change, condition or event that has had or is reasonably likely to have a Material Adverse Effect, (iii) any failure in of the MBS Parties, the Company, any material respect Subsidiary of the Company or any other Affiliate of Seller, Parent or Purchaser, as the case may be, MBS Parties to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder, (iii) hereunder or any event or condition that would otherwise result in the occurrence or non-occurrence nonfulfillment of any event of the occurrence or non-occurrence of which would be likely to cause any condition conditions to the Buyer’s obligations of any Party to effect the transactions contemplated hereby not to be satisfiedhereunder, (iv) any notice or other written communication from any Governmental Authority Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) the Ancillary Agreements. The MBS Parties shall give prompt written notice to the Buyer of any notice Action pending or, to the knowledge of the MBS Parties, threatened against a party or other communication from any third party alleging that the consent of such third party is or may be required in connection with parties relating to the transactions contemplated by this Agreement; provided that, Agreement or the delivery Ancillary Agreements. (b) The Buyer shall give prompt written notice to the Designated Representative of any notice pursuant to this Section 6.07 shall not cure such breach or non-compliance or limit or otherwise affect the rights or remedies available hereunder Action pending or, to the Party receiving such notice. Seller shall consult with Parentknowledge of the Buyer, and consider reasonable requests made threatened against a party or the parties relating to the transactions contemplated by Parentthis Agreement or the Ancillary Agreements, regarding the attachment including any Action by a stockholder of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customersBuyer.

Notification of Certain Matters. Seller shallDuring the Interim Period, upon obtaining knowledge of any of the following, each Party shall give prompt notice to Parent, and Parent shall, upon obtaining knowledge of any of the following, give prompt notice to Seller, of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would reasonably be likely to cause any representation or warranty of other Parties if such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, at or prior to the Closing Date, its Affiliates: (iia) any failure in any material respect of any of Seller, Parent or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) receives any notice or other communication in writing from any third party alleging (including any Governmental Authority) alleging: (i) that the consent Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement; provided that, the delivery of Transactions or (ii) any notice pursuant to this Section 6.07 shall not cure such breach or non-compliance with any Law by such Party or limit its Affiliates; (b) receives any notice or otherwise affect the rights or remedies available hereunder to the Party receiving such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding the attachment of Seller Shares held by certain customers of Seller other communication from any Governmental Authority in connection with debt collection proceedings the Transactions; or (c) becomes aware of the commencement or threat, in writing, of any Legal Proceeding against such customersParty or any of its Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates, in each case, with respect to the consummation of the Transactions. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached. In the event that any litigation related to this Agreement, any Ancillary Documents or the Transactions is brought, or, to the Knowledge of the Parties, respectively, threatened, against such Party, or the board of directors (or similar governing body) of such Party or its Subsidiaries, respectively, by a third party prior to the Closing, such Party shall promptly notify the other Party of any such litigation and keep the other Party reasonably informed with respect to the status thereof. Each Party shall provide the other Party the opportunity to participate in (subject to a customary joint defense agreement), but not control, the defense of any such litigation, shall give due consideration to the other Party’s advice with respect to such litigation and shall not settle or agree to settle any such litigation without the prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned or delayed.

Notification of Certain Matters. Seller shallBetween the date hereof and the Closing, upon obtaining knowledge of any of the following, each party to this Agreement will give prompt notice in writing to Parent, and Parent shall, upon obtaining knowledge of any of the following, give prompt notice to Seller, of other party hereto of: (i) any information that indicates that any representation and warranty of such party contained herein was not true and correct as of the occurrence date hereof or non-will not be true and correct as of the Closing, (ii) the occurrence of any event which could result in the occurrence failure to satisfy a condition specified in Article 6 or non-occurrence of which would reasonably be likely to cause any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, at or prior to the Closing Date, (ii) any failure in any material respect of any of Seller, Parent or PurchaserArticle 7 hereof, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderapplicable, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication from any third party person alleging that the consent of such third party person is or may be required in connection with the transactions contemplated by this Agreement; provided that, and (iv) in the delivery case of the Stockholder and the Company, any notice of, or other communication relating to, any default or event which, with notice or lapse of time or both, would become a default under any Company Agreement. Each party hereto will (x) promptly advise the other party hereto of any event that has, or could in the future have, a Material Adverse Effect or material adverse effect on LAS and the its subsidiaries, taken as a whole, as applicable, (y) confer on a regular and frequent basis with one or more designated representatives of the other party to report operational matters and to report the general status of ongoing operations, and (z) notify the other party of any emergency or other change in the normal course of business or in the operation of the properties of the Company and of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated) or adjudicatory proceedings involving any property of the Company or LAS, as applicable, and will keep the other party fully informed of such events and permit LAS's representatives access to all materials prepared in connection therewith. The Stockholder shall give prompt notice to LAS of any notice pursuant to this Section 6.07 shall not cure such breach or non-compliance other communication from any third person asserting any right, title or limit or otherwise affect interest in any of the rights or remedies available hereunder to the Party receiving such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding the attachment of Seller Shares held by certain customers the Stockholder (including, without limitation, any threat to commence, or notice of Seller the commencement of any action or other proceeding with respect to the Shares) or the occurrence of any other event of which the Stockholder has knowledge which could result in connection with debt collection proceedings against such customersany failure to consummate the sale of the Shares as contemplated hereby.

Notification of Certain Matters. Seller shall, upon obtaining knowledge of any of the following, (a) Xxxxxxx Xxxxx shall give prompt notice to ParentIssuer, and Parent shall, upon obtaining knowledge of any of the following, Issuer shall give prompt notice to SellerXxxxxxx Xxxxx, of (i) the occurrence or non-occurrence of (i) any event event, the occurrence or non-occurrence of which would could reasonably be likely expected to cause result in any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, Agreement to be untrue or inaccurate in any material respect, at or prior to the Closing Date, and (ii) any failure in any material respect of any of Seller, Parent Xxxxxxx Xxxxx or PurchaserIssuer, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, (iii) however, that the occurrence or non-occurrence delivery of any event notice pursuant to this Section 6.3(a) shall not limit or otherwise affect the occurrence or non-occurrence of which would be likely to cause any condition remedies available hereunder to the obligations Party receiving such notice. (b) Xxxxxxx Xxxxx shall give prompt notice to Issuer, and Issuer shall give prompt notice to Xxxxxxx Xxxxx of any Party to effect the transactions contemplated hereby not to be satisfied, (ivi) any notice or other written communication from any Person alleging that the consent of such Person is or may be required in connection with the Transaction or other transactions contemplated by this Agreement; (ii) any notice or other communication from any Governmental Authority in connection with the Transaction or other transactions contemplated by this Agreement; (iii) any litigation, relating to or involving or otherwise affecting the Company or any of its Subsidiaries or Issuer that relates to the Transaction or other transactions contemplated by this Agreement; (iv) the occurrence of a default or event that, with notice or lapse of time or both, will become a default under either a Scient’x Material Contract or a Issuer Material Contract; and (v) any Actions (change that would be considered reasonably likely to result in a Company or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or PurchaserIssuer Material Adverse Effect, as the case may be, or any is likely to impair the ability of their respective Subsidiaries which, if pending on either Issuer or the date hereof, would have been required Company to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with consummate the transactions contemplated by this Agreement; provided that, the delivery of any notice pursuant to this Section 6.07 shall not cure such breach or non-compliance or limit or otherwise affect the rights or remedies available hereunder to the Party receiving such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customers.

Notification of Certain Matters. Seller From the date hereof until the earlier of the Closing or the Termination Date, each of the Company, on the one hand, and Acquirer and Merger Sub, on the other hand, shall, upon obtaining knowledge of subject to applicable Law, give immediate notice to the other if any of the following, give prompt notice to Parent, and Parent shall, upon obtaining knowledge following occurs: (a) receipt of any of the following, give prompt notice to Seller, of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would reasonably be likely to cause any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurateof, or any representation other communication relating to, a default, or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, at or prior to the Closing Date, (ii) any failure in any material respect of any of Seller, Parent or Purchaser, as the case may be, to comply event which with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from lapse of time or both would become a default, under any Governmental Authority in connection with the transactions contemplated by this Agreement, Material Contract; (vb) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any receipt of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication in writing from any third party Person alleging that the consent of such third party Person is or may be required in connection with the transactions contemplated by this Agreement; provided that, the delivery ; (c) receipt of any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement; (d) the occurrence or non-occurrence of any fact or event which could reasonably be expected to cause any covenant, condition or agreement hereunder not to be complied with or satisfied; (e) the commencement of any action, or, to the Company’s Knowledge, the threat of any action, involving or affecting the Company or any of its Subsidiaries or any of their respective properties or assets; (f) the occurrence or non-occurrence of any fact or event that causes or is reasonably likely to cause a breach by the Company or any of its Subsidiaries of any provision of this Agreement applicable to it; (g) the occurrence of any fact or event of which such Person becomes aware that results in the inaccuracy of any warranty of such party in this Agreement or that would have been required to be disclosed in the Company Disclosure Letter; (h) the occurrence of any event that, had it occurred prior to the date of this Agreement without any additional disclosure hereunder, would have constituted a Material Adverse Effect of the Company; and (i) Acquirer’s or Merger Sub’s receipt of information pursuant to this Section 6.07 ‎5.8 shall not cure such breach or non-compliance or limit operate as a waiver or otherwise affect the rights any representation, warranty or remedies available hereunder to the Party receiving such notice. Seller shall consult with Parent, and consider reasonable requests agreement given or made by Parent, regarding the attachment of Seller Shares held by certain customers of Seller Company in connection with debt collection proceedings against such customersthis Agreement and shall not be deemed to amend or supplement the Company Disclosure Letter.

Notification of Certain Matters. Seller shall, upon obtaining knowledge of any of the following, give The Company shall provide prompt notice to ParentIRT, and Parent shall, upon obtaining knowledge of any of the following, give IRT shall provide prompt notice to Sellerthe Company, of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence nonoccurrence of which would reasonably be likely to cause any representation or warranty of such Party made by them and contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, Agreement to be untrue or inaccurate in any material respect, respect at or prior to the Closing DateEffective Time, (ii) any material failure in any material respect of any of Seller, Parent the Company or PurchaserIRT, as the case may be, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence any notice of, or non-occurrence 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 event the occurrence or non-occurrence of which would be likely to cause any condition its Subsidiaries subsequent to the obligations date hereof and prior to the Effective Time, under any agreement or instrument to which it or any of its Subsidiaries is a party or by which any Party assets or properties of it or its Subsidiaries are subject, which default if conclusively established adversely to effect IRT or the transactions contemplated hereby not Company would reasonably be expected to be satisfiedresult in an IRT Material Adverse Effect or Company Material Adverse Effect, as applicable, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (person or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication from any third party entity alleging that the consent of such third party person or entity is or may be required in connection with any of the transactions contemplated by this Agreement, or (v) any Company Material Adverse Effect or IRT Material Adverse Effect shall have occurred or is reasonably likely to occur; provided thatprovided, however that the delivery of any notice pursuant to this Section 6.07 5.11 shall not cure such any breach or non-compliance noncompliance under this Agreement or limit or otherwise affect the rights or remedies available hereunder to the Party party receiving any such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customers.

Notification of Certain Matters. Seller shallEach of Parent and Holdco, upon obtaining knowledge of any on one hand, and each of the followingCompany and the Members, on the other hand, shall give prompt notice to Parentthe other (and, and Parent shallif in writing, upon obtaining knowledge of furnish copies of) if any of the following, give prompt notice to Seller, of following occurs during the Executory Period: (i) there has been a material failure on the occurrence or non-occurrence part of any event the occurrence or non-occurrence of which would reasonably be likely to cause any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, at or prior to providing the Closing Date, (ii) any failure in any material respect of any of Seller, Parent or Purchaser, as the case may be, notice to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, ; (ii) receipt of any notice or other communication in writing from any third Person alleging that the Consent of such third Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) receipt of any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (iv) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which which, would reasonably be likely expected to cause or result in any condition of the conditions to the obligations Reorganization set forth in Article VI not being satisfied or the satisfaction of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice of those conditions being materially delayed; or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) the commencement or threat, in writing, of any Actions (or communications indicating that the same may be contemplated) commenced or threatened Action against any Party or any of Seller, Parent or Purchaser, as the case may beits affiliates, or any of their respective Subsidiaries whichproperties or assets, if pending on or, to the date hereofknowledge of the Company or Parent, would have been required to have been disclosed pursuant to Section 3.10 as applicable, any officer, director, partner, member or Section 4.06 manager, in his or which relate her capacity as such, of the Company or Parent, as applicable, or any of their affiliates with respect to the consummation of the transactions contemplated Reorganization. No such notice to any Party shall constitute an acknowledgement or admission by the Party providing notice regarding whether or not any of the conditions to Closing or to the consummation of the Reorganization have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached. Moreover, no information or (vi) knowledge obtained by any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement; provided that, the delivery of any notice Party hereto pursuant to this Section 6.07 shall not cure such breach 5.1 will affect or non-compliance be deemed to modify any representation or limit warranty contained herein or otherwise affect the rights or remedies available hereunder conditions to the Party receiving such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding obligations of the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customersParties to consummate the Reorganization.

Notification of Certain Matters. Seller shallPortables and CNCG, upon obtaining knowledge of any of on one hand, and Zoom, on the followingother hand, shall give prompt notice to Parentthe other (and, and Parent shallif in writing, upon obtaining knowledge of furnish copies of) if any of the following, give prompt notice to Seller, of following occurs during the Executory Period: (i) there has been a failure on the occurrence or non-occurrence part of any event the occurrence or non-occurrence of which would reasonably be likely to cause any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, at or prior to providing the Closing Date, (ii) any failure in any material respect of any of Seller, Parent or Purchaser, as the case may be, notice to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, ; (iiiii) the occurrence or non-occurrence receipt of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication in writing from any third party Person alleging that the consent Consent of such third party Person is or may be required in connection with the transactions contemplated by this Agreement; provided that, the delivery (iii) receipt of any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (iv) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non- occurrence of which, would reasonably be expected to cause or result in any of the conditions to the Purchase set forth in Article VI not being satisfied or the satisfaction of any of those conditions being materially delayed; or (v) the commencement or threat, in writing, of any Action against any Party or any of its affiliates, or any of their respective properties or assets, or, to the knowledge of Zoom or Portables, as applicable, any manager, officer, director or partner, in his or her capacity as such, of Zoom or Portables, as applicable, or any of their affiliates with respect to the consummation of the Purchase. No such notice to any Party shall constitute an acknowledgement or admission by the Party providing notice regarding whether or not any of the conditions to Closing or to the consummation of the Purchase have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached. Moreover, no information or knowledge obtained by any Party hereto pursuant to this Section 6.07 shall not cure such breach 4.4 will affect or non-compliance be deemed to modify any representation or limit warranty contained herein or otherwise affect the rights or remedies available hereunder conditions to the Party receiving such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding obligations of the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customersParties to consummate the Purchase.

Notification of Certain Matters. Seller shall, upon obtaining knowledge of any of the following, (a) The Company shall give prompt notice to ParentParent and Merger Sub, and Parent shall, upon obtaining knowledge of any of the following, and Merger Sub shall give prompt notice to Sellerthe Company, of (i) the occurrence or non-occurrence nonoccurrence of any event fact or Event the occurrence or non-occurrence nonoccurrence of which would reasonably be likely to cause any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, Agreement to be untrue or inaccurate in any material respect, at or prior to the Closing DateEffective Time, (ii) the discovery or receipt of information or knowledge concerning any fact or circumstance which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, (iii) any failure in any material respect of any of Sellerthe Company, Parent or PurchaserMerger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication from any third party alleging that the consent Consent of such third party is or may be required in connection with the transactions contemplated by this AgreementTransactions, or (v) any facts or circumstances that could reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect; provided thatthat with respect to any Event, information, knowledge, failure, notice or communication referred to in clauses (i) through (iv) next above, a Party shall not be required to provide notice pursuant to this Section 5.7 unless such Event, information, knowledge, failure, notice or communication, taken together with all other Events, information, knowledge, failures, notices or communications described but not previously notified pursuant to this Section 5.7, shall be material to Parent, Merger Sub, or the Company. The delivery of any notice pursuant to this Section 6.07 5.7 shall not cure such breach Breach or non-non compliance or limit or otherwise affect the rights rights, obligations or remedies available hereunder to the Party receiving such notice. Seller . (b) From the date of this Agreement until the earlier of the Closing or the termination of the Agreement, the Company and Parent shall consult with promptly notify each other in writing of any pending or, to the Knowledge of the Company or Parent, and consider reasonable requests made threatened action, proceeding or investigation by Parent, regarding the attachment of Seller Shares held by certain customers of Seller any Governmental Body or any other Person (A) challenging or seeking damages in connection with debt collection proceedings against such customersthe Transactions, or (B) seeking to restrain or prohibit the consummation of the Transactions or otherwise limit the right of Parent or its Subsidiaries to own or operate all or any portion of the business or assets of the Company.

Notification of Certain Matters. During the Interim Period, the Seller shallshall give prompt written notice in accordance with Section 10.1 to the Buyer, upon obtaining knowledge of any of and the following, Buyer shall give prompt notice to Parent, and Parent shall, upon obtaining knowledge of any of the following, give prompt notice to Seller, of (ia) any notice or other communication received by such Party from any Governmental Entity in connection with the Transactions or from any Person alleging that the consent of such Person is or may be required in connection with the Transactions, (b) Proceedings commenced or threatened against, relating to or involving or otherwise affecting such Party which relate to the Transactions, (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which which, has caused, or would reasonably be likely expected to cause result in, any representation or warranty of made by such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, Agreement to be untrue or inaccurate (other than immaterial facts, circumstances or occurrences in any material respect, at or prior to the Closing Dateordinary course of business), (iid) any failure in any material respect of any of Seller, Parent or Purchaser, as the case may be, such Party to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunderunder this Agreement, and (iiie) any fact, circumstance, event or action the existence, occurrence or non-occurrence taking of which (A) has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) has resulted in, or could reasonably be expected to result in, the failure of any event of the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not conditions set forth in Article VII to be satisfied, (iv) any notice or other written communication from any Governmental Authority in connection with . For the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any avoidance of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement; provided thatdoubt, the delivery of any notice pursuant to this Section 6.07 6.15 shall not (A) cure such any breach of, or non-compliance or with, any other provision of this Agreement, (B) limit or otherwise affect the rights or remedies available hereunder to the Party receiving such notice or (C) constitute an acknowledgment or admission of breach of this Agreement; provided, further, that if the Buyer has the right, but does not elect within 10 days of receipt of such written notice, to terminate this Agreement, then the Buyer shall be deemed to have irrevocably waived any right to terminate this Agreement with respect to the matters specifically set forth in such written notice that constituted or otherwise had a Material Adverse Effect. ​ ​Inspection of Real Property. From the date of this Agreement until the Closing Date, the Seller and the Company shall consult allow (or shall cause such other Company Entities to allow, as applicable) the Buyer and its agents reasonable access to the Owned Real Property and the Leased Real Property for the purpose of conducting inspections, investigations, evaluations, surveys, studies and tests of the Owned Real Property or the Leased Real Property as the Buyer may reasonably request (collectively, the “Investigations”). The Seller and the Company shall use commercially reasonable efforts to cooperate with Parentthe Buyer (or to cause such other Company Entities to cooperate with the Buyer, as applicable) in its Investigations and consider reasonable requests made provide information reasonably requested by Parent, regarding the attachment of Seller Shares held by certain customers of Seller Buyer and/or its agents in connection with debt collection proceedings against such customersthe same.

Notification of Certain Matters. Seller shallDuring the Interim Period, upon obtaining knowledge of any of the following, each Party shall give prompt notice to Parent, and Parent shall, upon obtaining knowledge of any of the following, give prompt notice to Seller, of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would reasonably be likely to cause any representation or warranty of other Parties if such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, at or prior to the Closing Date, its Affiliates: (iia) any failure in any material respect of any of Seller, Parent or Purchaser, as the case may be, fails to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderor its Affiliates hereunder in any material respect; (b) receives any notice or other communication in writing from any third Person (including any Governmental Authority) alleging (i) that the Consent of such third Person is or may be required in connection with the Contemplated Transactions or (ii) any non-compliance with any applicable Law by such Party or its Affiliates; (c) receives any notice or other communication from any Governmental Authority in connection with the Contemplated Transactions; (d) becomes Knowledgeable of any fact or circumstance that, (iii) or becomes Knowledgeable of the occurrence or non-occurrence of any event the occurrence or non-occurrence of which which, would reasonably be likely expected to cause or result in any condition of the conditions to the obligations Closing set forth in Article IX not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement or written threat of any Action against such Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may beits Affiliates, or any of their respective Subsidiaries whichproperties or assets, if pending on or, to the date hereofKnowledge of such Party, would have been required to have been disclosed pursuant to Section 3.10 any Representative, in his, her or Section 4.06 its capacity as such, of such Party or which relate of its Affiliates with respect to the consummation of the transactions contemplated Contemplated Transactions. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement or (vi) any notice or other communication from any third party alleging that have been breached. During the consent Interim Period, Purchaser shall keep the Owners’ Representative reasonably informed regarding the status of such third party is or may be required in connection Purchaser’s discussions with potential SPACs, including by providing the transactions contemplated by this Agreement; provided that, the delivery Owners’ Representative with drafts of any notice pursuant to this Section 6.07 shall not cure letters of intent, business combination agreements (or similar agreements) and material ancillary agreements exchanged between the Purchaser and any such breach or non-compliance or limit or otherwise affect the rights or remedies available hereunder to the Party receiving such notice. Seller shall consult with Parentpotential SPAC, and consider reasonable requests made by Parent, regarding shall provide the attachment Owners’ Representative with a copy of Seller Shares held by certain customers any executed letter of Seller in connection with debt collection proceedings against such customersintent or business combination agreement (or similar agreement) promptly upon execution thereof.

Notification of Certain Matters. Seller shallCalpine and the Calpine Transaction Parties, upon obtaining on the one hand, and Bear Xxxxxxx and CalBear, on the other hand, shall promptly following knowledge thereof give notice to each other of (a) the occurrence, or failure to occur, of any of the followingevent, give prompt notice to Parent, and Parent shall, upon obtaining knowledge of any of the following, give prompt notice to Seller, of (i) the which occurrence or non-occurrence of any event the occurrence or non-occurrence of which would failure could reasonably be likely expected to cause any representation or warranty of such Party or any of its Affiliates contained in this AgreementAgreement or in any exhibit, which is qualified as to materialityschedule, to be untrue certificate, document or inaccurate, or any representation or warranty of such Party not so qualified, written instrument attached hereto to be untrue or inaccurate in any material respect, at (b) any Material Adverse Change with respect to such Party or prior its Assets or the businesses of such Party, or any development that occurs before the Effective Date (including the commencement of any proceeding relating to the Closing DateBankruptcy of any such Party) that has a Material Adverse Effect with respect to such Party or its Assets or business, (iic) any Bankruptcy of such Party or any of its Significant Subsidiaries, (d) the failure by such Party to perform any covenant or agreement of such Party set forth in this Agreement or any other Transaction Document, which failure constitutes a material breach of this Agreement or such other Transaction Document; provided that any breach of this clause (d) shall be deemed to be cured upon the cure of the underlying failure to perform, (e) any material respect notice or other written communication from any Person alleging that the consent of such Person is or may be required in connection with the execution, delivery or performance of this Agreement, any of Seller, Parent Transaction Document or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfiedherein and therein, and (ivf) any material notice or other written communication from any Governmental Authority in connection with this Agreement, any Transaction Document or the transactions contemplated by this Agreementherein and therein; provided, (v) any Actions (or communications indicating in each case, that the same may such disclosure shall not be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may bedeemed to cure, or to relieve any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement; provided that, the delivery Party of any notice pursuant Liability or obligation with respect to, any breach of or failure to this Section 6.07 shall not cure such breach satisfy any representation, warranty, covenant or non-compliance agreement or limit or otherwise affect the rights or remedies available hereunder to the Party receiving such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customerssatisfy any condition hereunder.

Notification of Certain Matters. Seller shallOSI, upon obtaining knowledge of any of on the followingone hand, and Infinity and Burma Acquisition, on the other, shall give prompt notice to Parent, and Parent shall, upon obtaining knowledge of any of the following, give prompt notice to Seller, each other of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence nonoccurrence of which would reasonably be likely to cause any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, Agreement to be untrue or inaccurate in any material respect, respect at or prior to the Closing DateEffective Time, (ii) any material failure in any material respect of any of Seller, Parent or Purchaser, as the case may be, a party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence any notice of, or non-occurrence other communication relating to, a default or event which, with notice or lapse of time or both, would become a default, received by a party or any event the occurrence or non-occurrence of which would be likely to cause any condition its subsidiaries subsequent to the obligations date of this Agreement and prior to the Effective Time, under any Party contract or agreement material to effect the transactions contemplated hereby not financial condition, properties, businesses or results of operations of a party and its subsidiaries taken as a whole to be satisfiedwhich it or any of its subsidiaries is a party or is subject, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, where the failure to obtain the consent, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the party receiving such notice of other communication, (v) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any party to the effect of the transactions contemplated hereby not to be satisfied, (vi) any notice or other communication from any Governmental Entity in connection with the Merger or (vii) any Material Adverse Effect on a party; provided thatprovided, that the delivery of any notice pursuant to this Section 6.07 5.12 shall not cure such breach or non-compliance or limit or otherwise affect the rights or remedies available hereunder to the Party party receiving such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customers.

Notification of Certain Matters. Seller shall, upon obtaining knowledge Each of Target and Acquiror shall give immediate notice to the other if any of the following, give prompt notice to Parent, following occurs after the date of this Agreement and Parent shall, upon obtaining knowledge of any of the following, give prompt notice to Seller, of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would reasonably be likely to cause any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, at or prior to the Closing Date, Effective Time: (iia) any failure in any material respect receipt of any of Sellernotice of, Parent or Purchaserother communication relating to, as the case may bea default, to comply or event which with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from lapse of time or both would become a default, under any Governmental Authority in connection with the transactions contemplated by this Agreement, Material Contract; (vb) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any receipt of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication in writing from any third party Person alleging that the consent of such third party Person is or may be required in connection with the transactions contemplated by this Agreement; provided (c) receipt of any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement; (d) the occurrence or non-occurrence of any fact or event which could reasonably be expected to cause any covenant, condition or agreement hereunder not to be complied with or satisfied; (e) the commencement or threat of any action involving or affecting Target or any of its properties or assets; (f) the occurrence or non-occurrence of any fact or event that causes or is reasonably likely to cause a breach by Target or Acquiror of any provision of this Agreement applicable to it; (g) the occurrence of any fact or event of which such party becomes aware that results in the inaccuracy in any representation or warranty of such party in this Agreement; and (h) the occurrence of any event that, had it occurred prior to the date of this Agreement without any additional disclosure hereunder, would have constituted a Material Adverse Effect of Target or Acquiror; provided, that the delivery of any notice by any party pursuant to this Section 6.07 provision shall not modify any representation or warranty of such party, cure such breach or non-compliance any breaches thereof or limit or otherwise affect the rights or remedies available hereunder to the Party other parties and the failure of the party receiving such notice. Seller information to take any action with respect to such notice shall consult with Parent, and consider reasonable requests made by Parent, regarding not be deemed a waiver of any breach or breaches to the attachment representations or warranties of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against the party disclosing such customersinformation.

Notification of Certain Matters. Seller shall, upon obtaining knowledge of any of the following, ACC shall give prompt notice to Parent, and Parent shall, upon obtaining knowledge of TCG if any of the following, give prompt notice to Seller, following occur after the date of this Agreement: (i) the occurrence or non-occurrence its receipt of any event the occurrence or non-occurrence of which would reasonably be likely to cause any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccuratenotice of, or other communication relating to, a default or Event which, with notice or lapse of time or both, would become a material default under any representation or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, at or prior to the Closing Date, ACC Material Contract; (ii) any failure in any material respect its receipt of any of Seller, Parent or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication in writing from any third party alleging that the consent Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, provided that such Consent would have been required to have been disclosed in this Agreement; provided that(iii) its receipt of any material notice or other communication from any Governmental Authority (including, but not limited to, the delivery NASD or any securities exchange) in connection with the transactions contemplated by this Agreement; (iv) the occurrence of an Event which could reasonably be expected to have an ACC Material Adverse Effect; (v) the commencement or threat of any notice Litigation involving or affecting ACC or any of its subsidiaries, or any of their respective properties or assets, or, to its knowledge, any employee, agent, director or officer, in his or her capacity as such, of ACC or any of its subsidiaries which, if pending on the date hereof, would have been required to have been disclosed in this Agreement or which relates to the consummation of the Merger or any material development in connection with any Litigation disclosed by ACC in or pursuant to this Section 6.07 shall not cure Agreement or the ACC Securities Filings; and (vi) the occurrence of any Event that could cause a breach by ACC of any provision of this Agreement, including such a breach that could occur if such Event had taken place on or non-compliance or limit or otherwise affect the rights or remedies available hereunder prior to the Party receiving such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding the attachment date of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customersthis Agreement.

Notification of Certain Matters. Seller shall, upon obtaining knowledge of any of (a) The Purchaser and the following, give prompt notice to Parent, and Parent shall, upon obtaining knowledge of any of the following, give prompt notice to Seller, Company shall promptly notify each other of (ia) any circumstance or the occurrence or non-occurrence of any fact or event the occurrence or non-occurrence of which would be reasonably be likely (i) to cause any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, Agreement to be untrue or inaccurate in any material respect, respect at or prior any time from the date hereof to the Closing DateEffective Time, (ii) to cause any material covenant, condition or agreement under this Agreement not to be complied with or satisfied, or (iii) to result in a Material Adverse Effect on the Company, and (b) any failure in any material respect of any of Seller, Parent the Company or the Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement; provided, (iii) however, that no such notification shall affect the occurrence representations or non-occurrence warranties of any event party, the occurrence or non-occurrence of which would be likely to cause any condition conditions to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may beparty hereunder, or the remedies of any party whether under applicable Law or hereunder. Each of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate Company and the Purchaser shall give prompt notice to the consummation other parties hereof of the transactions contemplated by this Agreement or (vi) any notice or other communication from any third party alleging that the consent Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement; provided that. (b) From and after the execution of this Agreement, the delivery Company shall promptly (and in any event no later than 24 hours after receipt of any notice pursuant inquiry, proposal or other materials relating to this Section 6.07 shall not cure an Acquisition Transaction) (i) advise the Purchaser in writing of the receipt, directly or indirectly, of any such breach inquiry, proposal or non-compliance or limit or otherwise affect the rights or remedies available hereunder to the Party receiving such notice. Seller shall consult with Parentother materials, and consider reasonable requests made of any discussions, negotiations or proposals relating to an Acquisition Transaction (including without limitation a Superior Proposal), (ii) identify the offeror, and (iii) provide the Purchaser copies of all material proposed written agreements, arrangements, or understandings, including the forms of any material agreements supplied by Parentthird parties, regarding and all applicable financial statements and evidence of any planned financing with respect to such Acquisition Transaction (and a description of all material oral agreements with respect thereto). The Company shall promptly advise the attachment Purchaser of Seller Shares held by certain customers all material developments relating to such proposal, including the results of Seller in connection any discussions or negotiations with debt collection proceedings against such customersrespect thereto.

Notification of Certain Matters. Seller shall, upon obtaining knowledge Each of any of the following, Target and Acquiror shall give prompt notice to Parent, and Parent shall, upon obtaining knowledge of the other if any of the following, give prompt notice to Seller, following occurs after the date of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would reasonably be likely to cause any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, at or Agreement and prior to the Closing Date, (ii) any failure in any material respect of any of Seller, Parent or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation earlier of the transactions contemplated by termination of this Agreement or the Effective Time: (via) receipt of any notice of, or other communication relating to, a default, or event which with notice or lapse of time or both would become a default, under any Material Contract; (b) receipt of any notice or other communication in writing from any third party Person alleging that the consent of such third party Person is or may be required in connection with the transactions contemplated by this Agreement; provided (c) receipt of any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement; (d) the occurrence or non-occurrence of any fact or event which could reasonably be expected to cause any covenant, condition or agreement hereunder not to be complied with or satisfied; (e) the commencement or threat in writing of any action involving or affecting Target or any of its properties or assets; (f) the occurrence or non-occurrence of any fact or event that causes or is reasonably likely to cause a breach by Target or Acquiror of any provision of this Agreement applicable to it; (g) the occurrence of any fact or event of which such party becomes aware that results in the inaccuracy in any representation or warranty of such party in this Agreement; and (h) the occurrence of any event that, had it occurred prior to the date of this Agreement without any additional disclosure hereunder, would have constituted a Material Adverse Effect of Target; provided, that the delivery of any notice by any party pursuant to this Section 6.07 provision shall not modify any representation or warranty of such party, cure such breach or non-compliance any breaches thereof or limit or otherwise affect the rights or remedies available hereunder to the Party other parties and the failure of the party receiving such noticeinformation to take any action with respect to such notice shall not be deemed a waiver of any breach or breaches to the representations or warranties of the party disclosing such information. Seller Target’s breach of this Section 6.7 shall consult with Parentnot be deemed to be a breach of covenant under this Section 6.7 for any purpose under this Agreement but shall instead constitute only a breach of the underlying representation, and consider reasonable requests made by Parentwarranty or covenant, regarding as the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customerscase may be.

Notification of Certain Matters. Seller shall, upon obtaining knowledge of any of the following, The Company shall give prompt notice to Parent, and Parent shall, upon obtaining knowledge of any of the following, give prompt notice to Seller, of of: (i) the occurrence or non-occurrence of any event the event, which occurrence or non-occurrence of which would reasonably be is likely to cause any representation or warranty of such Party the Company contained in this Agreement, which is qualified as to materiality, Agreement to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, to be materially untrue or inaccurate in any material respect, at or prior to the Closing Date, Effective Time; and (ii) any failure in any material respect of any of Seller, Parent or Purchaser, as the case may be, Company 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 6.5 shall not: (a) limit or otherwise affect any remedies available to the party receiving such notice; or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 6.5 shall be deemed to amend or supplement the Disclosure Letter or prevent or cure any misrepresentations, breach of warranty or breach of covenant. The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of: (i) any notice or other communication received by such party (or any of its Subsidiaries, as applicable) from any Governmental Entity in connection with the transactions contemplated hereunder or from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereunder, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company and/or any of its Subsidiaries, or Parent; (ii) any actions, suits, claims, investigations or proceedings commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries, as applicable, which relate to the transactions contemplated hereunder; (iii) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which which, would be likely to cause any condition representation or warranty made by such party contained in this Agreement: (A) that is qualified as to the obligations of any Party to effect the transactions contemplated hereby not materiality or Material Adverse Effect to be satisfied, untrue; and (B) that is not so qualified to be untrue in any material respect; and (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication from any third party alleging that the consent material failure of such third party is to comply with or may satisfy any covenant or agreement to be required in connection complied with the transactions contemplated or satisfied by this Agreementit hereunder; provided thatprovided, however, that the delivery of any notice pursuant to this Section 6.07 6.5 shall not not: (x) cure such any breach of, or non-compliance with, any other provision of this Agreement; or (y) limit or otherwise affect the rights or remedies available hereunder to the Party party receiving such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customers.

Notification of Certain Matters. Seller shall, upon obtaining knowledge of any Each of the following, parties hereto shall ------------------------------- give prompt notice to Parent, and Parent shall, upon obtaining knowledge the other if such party becomes aware of any fact, condition or occurrence or nonoccurrence of the following, give prompt notice to Seller, of any event which (i) will make the occurrence satisfaction of the conditions in Section 8 impossible or non-occurrence of any event the occurrence unlikely or non-occurrence of which (ii) would reasonably be likely to cause any representation of a party's representations or warranty of such Party warranties contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, Agreement to be untrue or inaccurate in any material respect, at or prior to the Closing Date, (ii) any failure in Date and any material respect failure of any of Seller, Parent or Purchaser, as the case may be, a party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence . Should any such fact or non-occurrence of condition require any event the occurrence change in Exhibit A or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or PurchaserExhibit B, as the case may be, or any of their respective Subsidiaries which, if pending on such exhibit were dated the date hereofof the occurrence or discovery of any such fact or condition, would have been required the party affected will promptly deliver to have been disclosed the other a supplement specifying such change, which supplement shall be deemed to be incorporated herein by reference as a part of Exhibit A or Exhibit B, as the case may be. In the event that a party delivers a supplement to Exhibit A or Exhibit B, as the case may be, the party receiving such supplement shall, within three (3) business days after receipt of such supplement, give notice if such party deems the matters set forth in such supplement as a basis for terminating this Agreement pursuant to Section 3.10 11.1(a) and whether such party elects to terminate this Agreement thereunder. The failure of the party to give such notice or Section 4.06 the failure to state whether such party elects to terminate this Agreement shall be deemed a waiver of the right to terminate this Agreement or which relate refuse to the consummation of consummate the transactions contemplated by this Agreement or (vi) any notice or other communication from any third party alleging that the consent hereby based on such additional disclosure. All of such third party is or may be required in connection with the transactions contemplated by this Agreement; provided that, the delivery of any notice pursuant to supplements and notices under this Section 6.07 6.1(h) shall not cure such breach be made either by hand delivery or non-compliance or limit or otherwise affect the rights or remedies available hereunder to the Party receiving such notice. Seller shall consult with Parent, by facsimile and consider reasonable requests made followed by Parent, regarding the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customersexpress overnight delivery service.

Notification of Certain Matters. Seller shallThe Company or Parent, upon obtaining knowledge of any of as the followingcase may be, shall give prompt notice to Parent, and Parent shall, upon obtaining knowledge of any of the following, give prompt notice to Seller, of other Party of: (ia) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would reasonably be that is likely to cause any representation or warranty of such Party the Company or the Buyer Parties, respectively and as the case may be, contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, Agreement to be untrue or inaccurate in any material respect, at or prior to the Closing Dateas if such representation or warranty was made at the Closing (except for representations and warranties that speak as of an earlier date) such that any of the conditions set forth in Section 7 hereof, as applicable, would not be satisfied, (iib) any failure in any material respect of any of Seller, Parent the Company or PurchaserBuyer Parties, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder such that any of the conditions set forth in Section 7 hereof, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which as applicable, would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (ivc) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any receipt of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication received by the notifying party from any third party alleging that the consent of such third party is Governmental Authority or may be required in connection other Person with respect to this Agreement or any Ancillary Agreement or the transactions contemplated by this Agreementhereby or thereby, and (d) any event, condition, fact or circumstance of which the notifying Party has knowledge that would make the timely satisfaction of any condition to Closing set forth in Section 7 that the notifying Party is required to satisfy impossible or unlikely; provided thatprovided, that the delivery of any notice or the making of any disclosure pursuant to this Section 6.07 5.4 shall not cure such breach or non-compliance or (i) limit or otherwise affect the any rights or remedies available hereunder to the Party receiving such noticenotice or (ii) be deemed to amend or supplement the Disclosure Schedules or prevent or cure any misrepresentation, breach of warranty or breach of covenant. Seller shall consult Each Party may, as it deems advisable and necessary, reasonably designate material provided to the other party as “Outside Counsel Only Material,” and also may reasonably redact the material as necessary to (A) remove personally sensitive information, (B) prevent the loss of a legal privilege or (C) comply with Parent, and consider reasonable requests made by Parent, regarding the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customersapplicable Law.

Notification of Certain Matters. Seller shall, upon obtaining knowledge From the date of any this Agreement until the earlier of the followingClosing or the termination of this Agreement, the Company will give prompt notice to Parent, and Parent shall, upon obtaining knowledge of any of the following, give prompt notice to Seller, Purchaser of (i) the occurrence or non-occurrence nonoccurrence of any event fact or event, the occurrence or non-occurrence nonoccurrence of which would reasonably be likely to cause any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, Agreement to be untrue or inaccurate in any material respect, respect at or prior to the Closing Date, (ii) the discovery or receipt of information or knowledge concerning any failure fact or circumstance which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date, (iii) any failure of any member of Seller, Parent or Purchaser, as the case may be, Company Group to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication from any third party Person alleging that the consent of such third party Person is or may be required in connection with the transactions contemplated by this Agreement; provided thatAgreement and the Related Agreements, (v) any facts or circumstances that could reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect on any member of the Company Group, (vi) any representation or warranty of any member of the Company Group in this Agreement being untrue or inaccurate as of the date first written above, and (vii) any notice or communication to, or notice or communication from, ANZ, Credit Suisse, or CBA in each case relating to any of the ANZ Credit Documents, Credit Suisse Credit Documents, or CBA Credit Documents (and the full content of such notices or communications shall be included in such notice to Purchaser hereunder). The delivery of any notice pursuant to this Section 6.07 shall 9.17 will not cure such breach or non-compliance or limit or otherwise affect the rights rights, obligations or remedies available hereunder to Purchaser hereunder. From the date of this Agreement until the earlier of the Closing or the termination of this Agreement, the Company will promptly notify Purchaser in writing of any pending or, to the Party receiving such notice. Seller shall consult with Parentknowledge of the Company, and consider reasonable requests made threatened action, proceeding or investigation by Parent, regarding the attachment of Seller Shares held by certain customers of Seller any Governmental Authority or any other Person (A) challenging or seeking damages in connection with debt collection proceedings against such customersthe transactions contemplated by this Agreement or any Related Agreement, or (B) seeking to restrain or prohibit the transactions contemplated by this Agreement or the Related Agreements.

Notification of Certain Matters. Seller shall, upon obtaining knowledge of any of the following, Purchaser shall give prompt notice to Parent, and Parent shall, upon obtaining knowledge of the Company if any of the following, give prompt notice to Seller, following occur after the date of this Agreement: (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would reasonably be likely to cause any representation or warranty of such Party contained made by Purchaser or Merger Sub in this Agreement, which Agreement is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, respect at or prior any time from the date hereof to the Closing Date, Effective Time; (ii) any there has been a material failure in any material respect of Purchaser, Merger Sub or any of Seller, Parent or Purchaser, as the case may be, their representatives to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it or them hereunder, ; (iii) the occurrence or non-occurrence receipt of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication in writing from any Governmental Authority Person alleging that the Consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (iv) receipt of any material notice or other communication from any Governmental Authority (including, but not limited to, the NASD) in connection with the transactions contemplated by this Agreement; or (v) the commencement or threat of any Actions (Litigation involving or communications indicating that the same may be contemplated) commenced affecting Purchaser or threatened against any of Seller, Parent or Purchaser, as the case may beits Subsidiaries, or any of their respective properties or assets, or, to its knowledge, any employee, agent, director or officer, in his or her capacity as such, of Purchaser or any of its Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 in this Agreement or Section 4.06 constituted a breach of any of Purchaser's or Merger Sub's representations or warranties hereunder, or which relate relates to the consummation of the transactions contemplated by Offer or the Merger. No such notice to Company shall be deemed to constitute an amendment of this Agreement or (vi) to have any notice effect on the determination of whether or other communication from not any third party alleging that of the consent of such third party is conditions to Closing or may be required in connection with the transactions contemplated by this Agreement; provided that, the delivery of any notice pursuant to this Section 6.07 shall not cure such breach or non-compliance or limit or otherwise affect the rights or remedies available hereunder to the Party receiving such notice. Seller shall consult with Parentconsummation of the Offer have been satisfied or in determining whether or not any of the representations, and consider reasonable requests made by Parent, regarding the attachment of Seller Shares held by certain customers of Seller warranties or covenants contained in connection with debt collection proceedings against such customersthis Agreement have been breached.

Notification of Certain Matters. Seller shallDuring the Interim Period, upon obtaining knowledge of any of the following, each Party shall give prompt notice to Parent, and Parent shall, upon obtaining knowledge of any of the following, give prompt notice to Seller, of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would reasonably be likely to cause any representation or warranty of other Parties if such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, at or prior to the Closing Date, its Affiliates: (iia) any failure in any material respect of any of Seller, Parent or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) receives any notice or other communication in writing from any third party (including any Governmental Authority) alleging (i) that the consent Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement; provided that, the delivery of Agreement or (ii) any notice pursuant to this Section 6.07 shall not cure such breach or non-compliance with any Law by such Party or limit its Affiliates; (b) receives any notice or otherwise affect the rights or remedies available hereunder to the Party receiving such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding the attachment of Seller Shares held by certain customers of Seller other communication from any Governmental Authority in connection with debt collection proceedings the transactions contemplated by this Agreement; or (c) becomes aware of the commencement or threat, in writing, of any Legal Proceeding against such customersParty or any of its Affiliates, or any of their respective properties or assets, or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party or of its Affiliates with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached. In the event that any litigation related to this Agreement, any Ancillary Documents or the transactions contemplated hereby or thereby is brought, or, to the knowledge of the Parties, respectively, threatened, against such Party, or the board of directors (or similar governing body) of such Party or its Subsidiaries, respectively, by a third party prior to the Closing, such Party shall promptly notify the other Party of any such litigation and keep the other Party reasonably informed with respect to the status thereof. Each Party shall provide the other Party the opportunity to participate in (subject to a customary joint defense agreement), but not control, the defense of any such litigation, shall give due consideration to the other Party’s advice with respect to such litigation and shall not settle or agree to settle any such litigation without the prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned or delayed.

Notification of Certain Matters. Seller shallBetween the date hereof and the Merger Closings, upon obtaining knowledge of any of the following, each party to this Agreement will give prompt notice in writing to Parent, and Parent shall, upon obtaining knowledge of any of the following, give prompt notice to Seller, of other party hereto of: (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would reasonably be likely to cause information that indicates that any representation or and warranty of such Party party contained in this Agreement, which is qualified herein was not true and correct as to materiality, to of the date hereof or will not be untrue or inaccurate, or any representation or warranty true and correct as of such Party not so qualified, to be untrue or inaccurate in any material respect, at or prior to the Closing Date, (ii) any failure in any material respect of any of Seller, Parent or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence or non-occurrence of any event which could result in the occurrence failure to satisfy a condition specified in Article 6 or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfiedArticle 7 hereof, as applicable, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (viiii) any notice or other communication from any third party person alleging that the consent of such third party person is or may be required in connection with the transactions contemplated by this Agreement; provided that, and (iv) in the case of the Shareholders, the delivery Partnership and the Companies, any notice of, or other communication relating to, any default or event which, with notice or lapse of time or both, would become a default under any Company Agreement. Each party hereto will (x) promptly advise the other party hereto of any event that has, or could reasonably be expected in the future to have, a Material Adverse Effect on the Companies, the Partnership or on UAG and the UAG Subsidiaries, taken as a whole, as applicable, (y) confer on a regular and frequent basis with one or more designated representatives of the other party to report operational matters and to report the general status of ongoing operations, and (z) notify the other party of any emergency or other change in the normal course of business or in the operation of the properties of the Companies or the Partnership and of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated) or adjudicatory proceedings involving any property of the Companies or the Partnership, and will keep the other party fully informed of such events and permit the other party access to all materials prepared in connection therewith. Each Shareholder shall give prompt notice to UAG of any notice pursuant to this Section 6.07 shall not cure such breach or non-compliance other communi- cation from any third person asserting (i) any right, title or limit or otherwise affect interest in any of the rights or remedies available hereunder to shares of the Party receiving such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding the attachment of Seller Shares Companies' stock held by certain customers such Shareholder (including, without limitation, any threat to commence, or notice of Seller the commencement of any action or other proceeding with respect to any shares of the Companies' stock), (ii) any right, title or interest in connection the Partnership (including, without limitation, any threat to commence, or notice of the commencement of any action or other proceeding with debt collection proceedings against respect to any ownership interest in the Partnership) or (iii) the occurrence of any other event of which such customersShareholder has knowledge which could result in any failure to consummate the transactions as contemplated by this Agreement.

Notification of Certain Matters. Seller shall, upon obtaining knowledge of any of the following, 77 WWLP shall give prompt notice to ParentOTR upon becoming aware of, and Parent shall, upon obtaining knowledge of any of the following, OTR shall give prompt notice to Seller77 WWLP upon becoming aware of, of (ia) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would reasonably be likely to cause any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, Agreement to be untrue or inaccurate in any material respect, respect at or prior to the Closing Date, Date and (iib) any material failure in any material respect of any of Seller, Parent 77 WWLP or PurchaserOTR, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) . The delivery of any notice pursuant to this Section 10.19 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice. If OTR becomes aware of the occurrence or non-occurrence of any event event, the occurrence or non-occurrence of which would be likely to cause any condition representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing, OTR shall immediately notify 77 WWLP of such event or information, and if OTR nonetheless performs its obligations under Article 5 of this Agreement and acquires a membership interest in the LLC, OTR shall be deemed to have waived all claims resulting from any such untruth or inaccuracy, and 77 WWLP shall not be liable to OTR for damages as a result of any Party to effect such untruth or inaccuracy. 77 WWLP shall have the transactions contemplated hereby not to be satisfied, (iv) any notice burden of proving that OTR was aware on or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation before Closing of the transactions contemplated by this Agreement or (vi) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement; provided that, the delivery of any notice pursuant to this Section 6.07 shall not cure such breach occurrence or non-compliance or limit or otherwise affect the rights or remedies available hereunder to the Party receiving occurrence of any such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customersevent.

Notification of Certain Matters. Seller shall, upon obtaining knowledge of any of the following, (a) Coventry shall give prompt written notice to Parent, and Parent shall, Buyer as promptly as reasonably practical upon obtaining knowledge of any of the following, give prompt notice to Seller, of becoming aware of: (i) the occurrence occurrence, or non-occurrence failure to occur, of any event the occurrence event, change, condition, or non-occurrence of which circumstance that would reasonably be likely to cause any representation or warranty of such Party Sellers contained in this Agreement, which is qualified as to materiality, to be untrue Agreement or inaccurate, or in any representation or warranty of such Party not so qualified, other Transaction Agreement to be untrue or inaccurate in any material respect, respect at or prior any time from the date of this Agreement to the Closing Datedetermined as if such representation or warranty were made at such time, (ii) any the failure in any material respect of any of Seller, Parent or Purchaser, as the case may be, Sellers to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) any written notice or other written communication from any Person alleging that the occurrence Consent of such Person is or non-occurrence of any event may be required in connection with the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfiedTransactions, (iv) any written notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, Transactions and (v) the institution of or the threat of institution of any Actions (Action related to this Agreement or communications indicating the Transactions, provided, however, that the same may be contemplateddelivery of any notice pursuant to this Section 6.4(a) commenced or threatened against shall not (x) cure any breach of Seller, Parent or Purchaser, as the case may be, any representation of warranty by Sellers or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated non-compliance by Sellers with any other provision contained in this Agreement or (viy) limit the remedies available to Buyer. (b) Buyer shall give to Coventry prompt written notice of: (i) the occurrence, or failure to occur, of any event, change, condition or circumstance of which Buyer has Knowledge that would cause any representation or warranty of Buyer contained in this Agreement or in any other Transaction Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Closing determined as if such representation or warranty were made at such time, (ii) the failure of Buyer to comply with or satisfy in any material respect any covenant to be complied with by it hereunder, (iii) any written notice or other written communication from any third party Person alleging that the consent Consent of such third party Person is or may be required in connection with the transactions contemplated by Transactions, (iv) any written notice or other written communication from any Governmental Authority in connection with the Transactions, and (v) the institution of or the threat of institution of any Action or investigation related to this Agreement; provided thatAgreement or the Transactions, provided, however, that the delivery of any notice pursuant to this Section 6.07 6.4(b) shall not (x) cure such any breach of any representation of warranty by Buyer or any non-compliance by Buyer with any other provision contained in this Agreement or (y) limit or otherwise affect the rights or remedies available hereunder to the Party receiving such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customersunder this Agreement.

Notification of Certain Matters. Seller shall, upon obtaining knowledge of any (a) Each of the following, Sellers and Purchaser shall give the other prompt notice to Parent, and Parent shall, upon obtaining knowledge of any of the following, give prompt notice to Seller, of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would that is reasonably be likely to cause any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, at or prior to the Closing Date, (ii) any failure in any material respect of any of Sellerthe conditions set forth in Section 7.2(a) or (b), Parent or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition respect to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may beSellers, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement 7.3(a) or (vi) any notice or other communication from any third party alleging b), with respect to Purchaser; provided, that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement; provided that, the delivery of any notice pursuant to this Section 6.07 6.10 shall not cure such breach or non-compliance or limit or otherwise affect the rights or any remedies available hereunder to such notified party; provided further, that, any such failure to provide such notice of a breach of a representation or warranty shall be deemed to be a breach of such representation or warranty for purposes of this Agreement (and not, for the avoidance of doubt, a breach of covenant). No disclosure by the Sellers pursuant to this Section 6.10, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentation, breach of representation or warranty or breach of any covenant. (b) Each of the Sellers and Purchaser shall give the other prompt notice of the commencement or known threat of commencement of any Proceeding by or before any Governmental Authority with respect to the Party receiving Transactions, keep such notice. Seller shall consult with Parentnotified party informed as to the status of any such Proceeding or threat, and consider reasonable requests permit authorized representatives of such notified party to be present at each meeting or conference relating to any such Proceeding, to participate in, or review, any material communication before it is made by Parentto any Governmental Authority, regarding the attachment of Seller Shares held by certain customers of Seller and to have access to and be consulted in connection with debt collection proceedings against any document, opinion or proposal made or submitted to any Governmental Authority in connection with any such customersProceeding, including by providing such notified party with a reasonable opportunity to review and comment on any filing, submission, response to an information request or other (oral or written) communication to be submitted or made to any Governmental Authority and such receiving party shall consider any such received comments in good faith; provided, that, in each case, the applicable party shall not be required to make any such disclosure or provide such access to the other party to the extent that such disclosure or access would, in the applicable party’s reasonable good faith determination, jeopardize protections afforded to such party under the attorney-client privilege or the attorney work product doctrine or violate any Law applicable to such party with respect to such disclosure; provided, further, that each such party shall use its commercially reasonable efforts to provide such notice and access in a manner that does not violate any such Law or waive any such privilege.

Notification of Certain Matters. Seller shall, upon obtaining knowledge Each of Target and Acquiror shall give immediate notice to the other if any of the following, give prompt notice to Parent, following occurs after the date of this Agreement and Parent shall, upon obtaining knowledge of any of the following, give prompt notice to Seller, of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would reasonably be likely to cause any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, at or prior to the Closing Date, (ii) any failure in any material respect termination of any of Seller, Parent or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or the Effective Time: (via) receipt of any notice of, or other communication relating to, a default, or event which with notice or lapse of time or both would become a default, under any Material Contract; (b) receipt of any notice or other communication in writing from any third party Person alleging that the consent of such third party Person is or may be required in connection with the transactions contemplated by this Agreement; provided (c) receipt of any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (d) the occurrence or non-occurrence of any fact or event which could reasonably be expected to cause any covenant, condition or agreement hereunder not to be complied with or satisfied; (e) the commencement or threat of any material action involving or affecting Target or any of its properties or assets; (f) the occurrence or non-occurrence of any fact or event that causes or is reasonably likely to cause a breach by Target or Acquiror of any provision of this Agreement applicable to it; (g) the occurrence of any fact or event of which such party becomes aware that results in the inaccuracy in any representation or warranty of such party in this Agreement; and (h) the occurrence of any event that, had it occurred prior to the date of this Agreement without any additional disclosure hereunder, would have constituted a Material Adverse Effect of Target or Acquiror; provided, that the delivery of any notice by any party pursuant to this Section 6.07 provision shall not modify any representation or warranty of such party, cure such breach or non-compliance any breaches thereof or limit or otherwise affect the rights or remedies available hereunder to the Party other parties and the failure of the party receiving such notice. Seller information to take any action with respect to such notice shall consult with Parent, and consider reasonable requests made by Parent, regarding not be deemed a waiver of any breach or breaches to the attachment representations or warranties of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against the party disclosing such customersinformation.

Notification of Certain Matters. Seller shall, upon obtaining knowledge of any of the following, Target shall give -------------------------------- prompt notice to Parent, and Parent shall, upon obtaining knowledge of any of the following, give prompt notice to Seller, of Acquiror of: (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would reasonably be likely to cause any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccuratenotice of, or any representation other communication relating to, a default or warranty event that, with notice or lapse of such Party not so qualifiedtime or both, would become a default, received by Target or Target Bank subsequent to be untrue or inaccurate in any material respect, at or the date of this Agreement and prior to the Closing DateEffective Time, under any contract material to the financial condition, properties, businesses or results of operations of Target and Target Bank taken as a whole to which Target or Target Bank is a party or is subject; and (ii) any failure event, condition, change or occurrence which individually or in any material respect the aggregate has, or which, so far as reasonably can be foreseen at the time of any of Sellerits occurrence, Parent or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be is reasonably likely to cause any condition result in a Material Adverse Effect with respect to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice Target or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, which would have been required to have be disclosed by Target on a schedule to this Agreement had such event, condition, change or occurrence been disclosed known at the time such party delivered its disclosure schedules; PROVIDED, HOWEVER, that no notice provided pursuant to Section 3.10 this SECTION 4.10 shall affect or Section 4.06 be deemed to modify any representation or which relate warranty made herein. Each of Target and Acquiror shall give prompt notice to the consummation other party of the transactions contemplated by this Agreement or any (vii) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with any of the transactions contemplated by this Agreement; provided that, Agreement and (ii) the delivery of any notice pursuant to this Section 6.07 shall not cure such breach occurrence or non-compliance occurrence of any fact or limit event which would be reasonably likely to cause any representation or otherwise affect warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the rights or remedies available hereunder date hereof to the Party receiving such notice. Seller shall consult Effective Time or to cause any covenant, condition or agreement under this Agreement not to be complied with Parent, and consider reasonable requests made by Parent, regarding the attachment of Seller Shares held by certain customers of Seller or satisfied in connection with debt collection proceedings against such customersall material respects.

Notification of Certain Matters. Seller shall, upon obtaining knowledge of any of a. During the following, give prompt notice to Parent, and Parent shall, upon obtaining knowledge of any of the following, give prompt notice to Seller, of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would reasonably be likely to cause any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, at or period prior to the Closing Date, the Sellers shall cause the Company to promptly notify Buyer of (iii) any failure in any material respect action, suit or proceeding that shall be instituted or threatened against the Company to restrain, prohibit or otherwise challenge the legality of any of Seller, Parent or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions transaction contemplated by this Agreement, (vii) any Actions (lawsuit, claim, proceeding or communications indicating investigation that the same may be contemplated) threatened, brought, asserted or commenced against the Company which would have been listed in Schedule 3.2.14 if such lawsuit, claim, proceeding or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on investigation had arisen prior to the date hereof, would have been required to have been disclosed pursuant to Section 3.10 (iii) any other event or Section 4.06 or matter which relate becomes known to the consummation Company and would cause any other representation or warranty contained in Article 3 to be untrue in any material respect, (iv) any material adverse change in the business of the transactions contemplated by this Agreement or Company, (vi) any notice or other communication from any third party person alleging that the consent of such third party person is or may be required in connection with the transactions contemplated by this Agreement; provided that, and (v) any material default under any material contract or event which, with notice or lapse of time or both, would become such a default on or prior to the Closing Date and of which any trustee of a Seller or officer of the Company has knowledge. b. During the period prior to the Closing Date, the delivery Buyer shall promptly notify the Sellers of (i) any action, suit or proceeding that shall be instituted or threatened against the Buyer to restrain, prohibit or otherwise challenge the legality of any notice pursuant to transaction contemplated by this Section 6.07 shall not cure such breach Agreement, (ii) any event or non-compliance or limit or otherwise affect the rights or remedies available hereunder matter which becomes known to the Party receiving Buyer and would cause any representation or warranty contained in Article 4 to be untrue in any material respect, (iii) any notice or other communication from any third person alleging that the consent of such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding the attachment of Seller Shares held by certain customers of Seller third person is or may be required in connection with debt collection proceedings against such customersthe transactions contemplated by this Agreement, and (iv) any notice or other communication from the bank or other lending institutions from which the Buyer has the commitments described in Section 4.1.5, in which it threatens not to lend to the Buyer the funds the Buyer needs to pay the Purchase Price to the Sellers and to fulfill the Buyer’s other obligations under this Agreement.

Notification of Certain Matters. Seller shallEach of Secure, upon obtaining knowledge of any on one hand, and each of the followingCompany and the Members, on the other hand, shall give prompt notice to Parentthe other (and, and Parent shallif in writing, upon obtaining knowledge of furnish copies of) if any of the following, give prompt notice to Seller, of following occurs during the Executory Period: (i) there has been a material failure on the occurrence or non-occurrence part of any event the occurrence or non-occurrence of which would reasonably be likely to cause any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, at or prior to providing the Closing Date, (ii) any failure in any material respect of any of Seller, Parent or Purchaser, as the case may be, notice to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, ; (ii) receipt of any notice or other communication in writing from any third Person alleging that the Consent of such third Person is or may be required in connection with the transactions contemplated by this Agreement; (iii) receipt of any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; (iv) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which which, would reasonably be likely expected to cause or result in any condition of the conditions to the obligations of any Party to effect the transactions contemplated hereby set forth in Article VI not to be satisfied, (iv) being satisfied or the satisfaction of any notice of those conditions being materially delayed; or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) the commencement or threat, in writing, of any Actions (or communications indicating that the same may be contemplated) commenced or threatened Action against any Party or any of Seller, Parent or Purchaser, as the case may beits affiliates, or any of their respective Subsidiaries whichproperties or assets, if pending on or, to the date hereofknowledge of the Company or Secure, would have been required to have been disclosed pursuant to Section 3.10 as applicable, any officer, director, partner, member or Section 4.06 manager, in his or which relate her capacity as such, of the Company or Secure, as applicable, or any of their affiliates with respect to the consummation of the transactions contemplated hereby. No such notice to any Party shall constitute an acknowledgement or admission by this Agreement the Party providing notice regarding whether or (vi) not any notice of the conditions to Closing or other communication from any third party alleging that to the consent consummation of such third party is or may be required in connection with the transactions contemplated hereunder have been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have been breached. Moreover, no information or knowledge obtained by this Agreement; provided that, the delivery of any notice Party hereto pursuant to this Section 6.07 shall not cure such breach 5.1 will affect or non-compliance be deemed to modify any representation or limit warranty contained herein or otherwise affect the rights or remedies available hereunder conditions to the Party receiving such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding obligations of the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customersParties to consummate the transactions contemplated hereby.

Notification of Certain Matters. Seller shall, upon obtaining knowledge Each of Target and Acquiror shall give immediate notice to the other if any of the following, give prompt notice to Parent, following occurs after the date of this Agreement and Parent shall, upon obtaining knowledge of any of the following, give prompt notice to Seller, of (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would reasonably be likely to cause any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, at or prior to the Closing Date, (ii) any failure in any material respect termination of any of Seller, Parent or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or the Effective Time: (via) receipt of any notice of, or other communication relating to, a default, or event which with notice or lapse of time or both would become a default, under any Material Contract; (b) receipt of any notice or other communication in writing from any third party Person alleging that the consent of such third party Person is or may be required in connection with the transactions contemplated by this Agreement; provided (c) receipt of any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement; (d) the occurrence or non-occurrence of any fact or event which could reasonably be expected to cause any covenant, condition or agreement hereunder not to be complied with or satisfied; (e) the commencement or threat of any action involving or affecting Target or any of its properties or assets; (f) the occurrence or non-occurrence of any fact or event that causes or is reasonably likely to cause a breach by Target or Acquiror of any provision of this Agreement applicable to it; (g) the occurrence of any fact or event of which such party becomes aware that results in the inaccuracy in any representation or warranty of such party in this Agreement; and (h) the occurrence of any event that, had it occurred prior to the date of this Agreement without any additional disclosure hereunder, would have constituted a Material Adverse Effect of Target; provided, that the delivery of any notice by any party pursuant to this Section 6.07 provision shall not modify any representation or warranty of such party, cure such breach or non-compliance any breaches thereof or limit or otherwise affect the rights or remedies available hereunder to the Party other parties and the failure of the party receiving such notice. Seller information to take any action with respect to such notice shall consult with Parent, and consider reasonable requests made by Parent, regarding not be deemed a waiver of any breach or breaches to the attachment representations or warranties of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against the party disclosing such customersinformation.

Notification of Certain Matters. Seller shall, upon obtaining knowledge of Target shall give ------------------------------- prompt notice to Acquiror if any of the following, give prompt notice to Parent, and Parent shall, upon obtaining knowledge following occur after the date of any of the following, give prompt notice to Seller, of this Agreement: (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would reasonably be likely to cause any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccuratenotice of, or other communication relating to, a default or Event which, with notice or lapse of time or both, would become a default under any representation or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, at or prior to the Closing Date, Target Material Contract; (ii) any failure in any material respect receipt of any of Seller, Parent or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication from any third party alleging that the consent Consent of such third party is or may be required in connection with the transactions contemplated by this Agreement; provided that(iii) receipt of any material notice or other communication from any Governmental Authority (including, but not limited to, the delivery NASD or any other securities exchange) in connection with the transactions contemplated by this Agreement; (iv) the occurrence of an Event which would have a Target Material Adverse Effect; (v) the commencement or threat of any notice Litigation involving or affecting Target or any Target Subsidiary or any affiliate, or any of their respective properties or assets, or, to its knowledge, any employee, agent, director or officer of Target or any Target Subsidiary, in his or her capacity as such or as a fiduciary under a Benefit Plan of Target, which, if pending on the date hereof, would have been required to have been disclosed in or pursuant to this Section 6.07 shall not cure such breach Agreement or non-compliance or limit or otherwise affect the rights or remedies available hereunder which relates to the Party receiving such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding consummation of the attachment of Seller Shares held by certain customers of Seller Merger or any material development in connection with debt collection proceedings against any Litigation disclosed by Target in or pursuant to this Agreement or the Target Securities Filings; and (vi) the occurrence of any Event that would cause a breach by Target of any provision of this Agreement or a Target Ancillary Agreement, including such customersa breach that would occur if such Event had taken place on or prior to the date of this Agreement.

Notification of Certain Matters. Seller shall, upon obtaining knowledge of any of the following, The parties hereto shall give prompt notice to Parent, and Parent shall, upon obtaining knowledge of any of the following, give prompt notice to Sellerother parties, of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence nonoccurrence of which would reasonably be likely to cause any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, Agreement to be untrue or inaccurate in any material respect, respect at or prior to the Closing Effective Date, (ii) any material failure in any material respect of any of Seller, Parent or Purchaser, as the case may be, such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence any notice of, or non-occurrence other communication relating to, a default or event which, with notice or lapse of time or both, would become a default, received by such party or any event the occurrence or non-occurrence of which would be likely to cause any condition its subsidiaries subsequent to the obligations date of this Agreement and prior to the Effective Date, under any Party contract or agreement material to effect the transactions contemplated hereby not financial condition, properties, businesses or results of operations of such party and its subsidiaries taken as a whole to be satisfiedwhich such party or any of its subsidiaries is a party or is subject, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any material adverse change in their respective financial condition, properties, businesses, results of operations or prospects taken as a whole, other than changes resulting from general economic conditions; provided thatprovided, however, that the delivery of any notice pursuant to this Section 6.07 shall not cure such breach or non-compliance or limit or otherwise affect the rights or remedies available hereunder to the Party party receiving such notice. Seller Non-survival of Representations and Warranties. The representations and warranties made herein shall consult with Parent, and consider reasonable requests made not survive beyond the Agreement Date or a termination of this Agreement. This Section 7.1 shall not limit any covenant or agreement of the parties hereto which by Parent, regarding its terms requires performance after the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customersEffective Date.

Notification of Certain Matters. Seller shallFrom and after the date of this Agreement until the Closing Date, upon obtaining knowledge of any of each party hereto shall promptly notify the following, give prompt notice to Parent, and Parent shall, upon obtaining knowledge of any of the following, give prompt notice to Seller, of other parties hereto of: (ia) the occurrence occurrence, or non-occurrence occurrence, of any event the occurrence or non-occurrence of which would be reasonably be likely to cause any (i) representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, Agreement to be untrue or inaccurate in any material respect, at respect or prior to the Closing Date, (ii) any failure in material covenant or any material respect condition to the obligations of any party to effect the transactions contemplated by this Agreement not to be complied with or satisfied; (b) the failure of Seller, Parent or Purchaser, as the case may be, any party hereto to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, pursuant to this Agreement; (iiic) the occurrence or non-occurrence receipt of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby not to be satisfied, (iv) any notice or other written communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (d) the receipt of any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, ; and (ve) any Actions (actions, suits, claims, investigations or communications indicating that proceedings commenced or, to the same may be contemplated) commenced knowledge of the party, threatened against, relating to or threatened against any of Sellerinvolving or otherwise affecting Seller or the Division or Buyer, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate relates to the consummation of the transactions contemplated by this Agreement Agreement; in each case, to the extent such event or (vi) any notice or other communication from any third party alleging that the consent of such third party circumstance is or may be becomes known to the party required in connection with the transactions contemplated by this Agreementto give such notice; provided thatPROVIDED, HOWEVER, that the delivery of any notice pursuant to this Section 6.07 6.05 shall not be deemed to be an amendment of this Agreement or any Section in Seller Disclosure Statement or Buyer Disclosure Statement and shall not cure any breach of any representation or warranty requiring disclosure of such breach or non-compliance or limit or otherwise affect the rights or remedies available hereunder matter prior to the Party receiving such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding the attachment date of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customersthis Agreement.

Notification of Certain Matters. Seller shall(a) During the Pre-Closing Period, upon obtaining knowledge of any of the following, Company shall give prompt written notice to Parent, and Parent shall, upon obtaining knowledge of any of the following, give prompt notice to Seller, Acquiror of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence event, condition, fact or non-occurrence of which would circumstance that could reasonably be likely expected to cause any representation or warranty of such Party made by the Company contained in this Agreement, which is qualified as to materiality, to be untrue Agreement or inaccurate, or in any representation or warranty of such Party not so qualified, the other Operative Documents to be untrue or inaccurate in any material respectrespect (provided that such notice shall be required to be -55- made with respect to any representation or warranty that is made exclusively as of, at and that refers specifically to, a specified date only if any event, condition, fact or prior to circumstance results in or evidences the Closing Dateuntruth or inaccuracy of such representation or warranty as of such specified date), (ii) any failure in any material respect of any of Seller, Parent or Purchaser, as by the case may be, Company to comply with or satisfy any covenantobligation, condition agreement or agreement covenant to be complied with or satisfied by it hereunder, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition pending or, to the obligations knowledge of the Company, threatened Legal Proceeding by any Party Governmental Entity or any other Person (A) concerning any of the Contemplated Transactions, (B) challenging or seeking material damages in connection with this Agreement or any of the Contemplated Transactions, or (C) seeking to effect restrain or prohibit the transactions contemplated hereby not consummation of the Merger or any of the Contemplated Transactions or otherwise limit the right of Acquiror or its Subsidiaries to be satisfiedown or operate all or any portion of the businesses or Assets of the Company, and (iv) any event, condition, fact or circumstance that would make the timely satisfaction of any of the conditions set forth in Article IV impossible or unlikely or that has had or could reasonably be expected to have or result in a Company Material Adverse Effect. (b) At any time during the Primary Period, but not more frequently than once in each calendar month, Acquiror may deliver to the Company a written notice or other written communication from in the form attached hereto as Exhibit C (a “Disclosure Memorandum Update Request”) stating that Acquiror is considering delivering a Secondary Period Election Notice, and requesting that the Company deliver to Acquiror an update to the Disclosure Memorandum (a “Disclosure Memorandum Update”). For purposes of any Governmental Authority in connection with Disclosure Memorandum Update: (a) the transactions contemplated by term “as of the date of this Agreement, (v) any Actions (or communications indicating that the same may ” as used throughout Article 2 shall be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on deemed to refer to the date hereofon which such Disclosure Memorandum Update is delivered by the Company to Acquiror; and (b) the term “Balance Sheet Date” as used in Section 2.6 shall be deemed to refer to the last day of the most recent fiscal quarter of the Company for which financial statements of the Company are available prior to the date on which such Disclosure Memorandum Update is delivered by the Company to Acquiror. As soon as practicable following its receipt of a Disclosure Memorandum Update Request, would have been required and in any event within ten (10) Business Days after Acquiror delivers a Disclosure Memorandum Update Request to have been the Company, the Company shall deliver to Acquiror an accurate and complete Disclosure Memorandum Update. Except as otherwise expressly provided herein, no Disclosure Memorandum Update, and no matter disclosed pursuant to Section 3.10 6.9(a), shall be deemed to supplement or Section 4.06 amend the Disclosure Memorandum for the purpose of, or which relate otherwise be taken into account in, (i) determining the accuracy of any of the representations and warranties made by the Company in this Agreement or in any other Operative Document, (ii) determining whether the Company has complied with its obligations, agreements and covenants under this Agreement or any other Operative Document or (iii) determining whether any condition set forth in Article IV has been satisfied. (c) During the Pre-Closing Period, Acquiror shall give prompt written notice to the Company of (i) any pending or, to the knowledge of Acquiror, threatened Legal Proceeding by any Governmental Entity or any other Person (A) concerning any of the Contemplated Transactions, (B) challenging or seeking material damages in connection with this Agreement or any of the Contemplated Transactions, or (C) seeking to restrain or prohibit the consummation of the transactions contemplated Merger or any of the Contemplated Transactions or otherwise limit the right of Acquiror or its Subsidiaries to own or operate all or any portion of the businesses or Assets of the Company, and (ii) any event, condition, fact or circumstance that would make the timely satisfaction of any -56- of the conditions set forth in Article V of the Merger Agreement impossible or unlikely. In addition, during the Secondary Period, Acquiror shall give prompt written notice to the Company of (x) the occurrence or nonoccurrence of any event, condition, fact or circumstance that could reasonably be expected to cause any representation or warranty made by Acquiror contained in this Agreement to be untrue or inaccurate in any material respect (viprovided that such notice shall be required to be made with respect to any representation or warranty that is made exclusively as of, and that refers specifically to, a specified date only if any event, condition, fact or circumstance results in or evidences the untruth or inaccuracy of such representation or warranty as of such specified date), and (y) any notice failure by Acquiror to comply with or other communication from satisfy any third party alleging that the consent of such third party is obligation, agreement or may covenant to be required in connection complied with the transactions contemplated or satisfied by this Agreement; provided that, the delivery of any notice pursuant to this Section 6.07 shall not cure such breach or non-compliance or limit or otherwise affect the rights or remedies available hereunder to the Party receiving such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customersit hereunder.

Notification of Certain Matters. Seller shall, upon obtaining knowledge of any of the following, (a) Sellers shall give prompt written notice to Parent, and Parent shall, upon obtaining knowledge of any of the following, give prompt notice to Seller, Buyer of (i1) the occurrence or non-occurrence nonoccurrence of any event change, fact, circumstance, condition or event, the occurrence or non-occurrence nonoccurrence of which would reasonably be likely to cause render any representation or warranty of such Party Sellers contained in this Agreement or any Ancillary Agreement, which is qualified as to materiality, to be untrue if made on or inaccurate, or any representation or warranty immediately following the date of such Party not so qualifiedevent, to be untrue or inaccurate in any material respect, at or prior to such that the Closing DateBusiness as conducted by Sellers would be materially adversely affected, (ii2) the occurrence of any change, fact, circumstance, condition or event that has had or is reasonably likely to have a Business Material Adverse Effect, (3) any failure in any material respect of any of Seller, Parent or Purchaser, as the case may be, a Seller to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by it hereunder, (iii) which failure would result in the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby conditions set forth in Section 5.1 not to be being satisfied, (iv4) any notice or other written communication from any Governmental Authority Person party to a Designated Contract for which consent is required under Section 5.1 or any other Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements or (vi5) any notice legal action, lawsuit or other communication from any third party alleging that court or arbitration proceeding pending or, to Sellers’ Knowledge, threatened against a Party or the consent of such third party is or may be required in connection with Parties relating to the transactions contemplated by this Agreement; provided thatAgreement or the Ancillary Agreements. (b) Any change, the delivery fact, circumstance, condition or event included in a notice delivered pursuant to Section 4.8(a) shall not be deemed to have cured any inaccuracy in or breach of any notice pursuant to representation or warranty contained in this Section 6.07 shall not cure such breach or non-compliance Agreement or limit or otherwise affect the rights or remedies available hereunder under this Agreement to Buyer, including for purposes of the Party receiving such notice. Seller shall consult with Parent, indemnification or termination rights contained in this Agreement and consider reasonable requests made by Parent, regarding determining whether the attachment of Seller Shares held by certain customers of Seller conditions set forth in connection with debt collection proceedings against such customersSection 5.1 have been satisfied.

Notification of Certain Matters. Seller shall(a) Subject to applicable Law, upon obtaining knowledge of any of the following, Company shall give prompt notice to Parent, and Parent shall, upon obtaining knowledge of any of the following, give prompt notice to Seller, of (i) the occurrence or non-occurrence nonoccurrence of any event the change, effect, event, change in circumstance, occurrence or non-occurrence the discovery of which any fact, that would reasonably be likely expected to cause any representation of the conditions to Closing set forth in Section 7.01 or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, to be untrue or inaccurate in any material respect, at or prior to the Closing Date, (ii) any failure in any material respect of any of Seller, Parent or Purchaser, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any Party to effect the transactions contemplated hereby Section 7.02 not to be satisfied, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (viii) any notice or other communication received by the Company or any of its Subsidiaries from any third party alleging that the consent of such third party is or may be required in connection with the Merger or the other transactions contemplated by this Agreement; provided that, (iii) any notice or other communication received by the Company or any of its Subsidiaries from any customer, supplier, vendor, licensor, licensee or other business partner to the effect that such customer, supplier, vendor, licensor, licensee or other business partner is terminating or otherwise materially adversely modifying its relationship with Company or any of its Subsidiaries as a result of any of the Merger or the other transactions contemplated by this Agreement, (iv) any notice or other communication from any Governmental Authority received by the Company or any of its Subsidiaries in connection with the Merger or the other transactions contemplated by this Agreement (and a copy of any such notice or communication shall promptly be furnished to Parent) and (v) any suits, actions, proceedings or investigations commenced or threatened that relate to the consummation of this Agreement or the transactions contemplated hereby, including the Merger, of which the Company has knowledge. (b) Subject to applicable Law, Parent shall give prompt notice to the Company of (i) the occurrence or nonoccurrence of any change, effect, event, change in circumstance, occurrence or the discovery of any fact, that would reasonably be expected to cause any of the conditions to Closing set forth in Section 7.01 or Section 7.03 not to be satisfied, (ii) any notice or other communication from any Governmental Authority received by Parent or any of its Subsidiaries in connection with the Merger or the other transactions contemplated by this Agreement (and a copy of any such notice or communication shall promptly be furnished to the Company) and (iii) any suits, actions, proceedings or investigations commenced or threatened that relate to the consummation of this Agreement or the transactions contemplated hereby, including the Merger, of which Parent or Merger Sub has knowledge. (c) The delivery of any notice pursuant to this Section 6.07 6.10 shall not cure such breach or non-compliance or limit or otherwise affect the rights or remedies available hereunder to the Party receiving such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customershereunder.

Notification of Certain Matters. Seller shallThe Company, upon obtaining knowledge of any of on the following, give prompt notice to Parentone hand, and Parent shalland Merger Sub, on the other, shall give prompt written notice to each other upon their obtaining knowledge of any of the following, give prompt notice to Seller, of (i) the occurrence or non-occurrence nonoccurrence of any event the occurrence or non-occurrence nonoccurrence of which would reasonably be likely to cause any representation or warranty of such Party contained in this Agreement, which is qualified as to materiality, to be untrue or inaccurate, or any representation or warranty of such Party not so qualified, Agreement to be untrue or inaccurate in any material respect, respect at or prior to the Closing DateEffective Time, (ii) any material failure in any material respect of any of Seller, Parent or Purchaser, as the case may be, a party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iii) the occurrence any notice of, or non-occurrence other communication relating to, a default or event which, with notice or lapse of time or both, would become a default, received by a party or any event the occurrence or non-occurrence of which would be likely to cause any condition its subsidiaries subsequent to the obligations date of this Agreement and prior to the Effective Time, under any Party contract or agreement material to effect the transactions contemplated hereby not financial condition, properties, businesses or results of operations of a party and its subsidiaries taken as a whole to be satisfiedwhich it or any of its subsidiaries is a party or is subject, (iv) any notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement, (v) any Actions (or communications indicating that the same may be contemplated) commenced or threatened against any of Seller, Parent or Purchaser, as the case may be, or any of their respective Subsidiaries which, if pending on the date hereof, would have been required to have been disclosed pursuant to Section 3.10 or Section 4.06 or which relate to the consummation of the transactions contemplated by this Agreement or (vi) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, (v) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be likely to cause any condition to the obligations of any party to the effect of the transactions contemplated hereby not to be satisfied, (vi) any notice or other communication from any Governmental Entity in connection with the Merger or (vii) any Material Adverse Effect on a party; provided thatprovided, however, that the delivery of any notice pursuant to this Section 6.07 5.13 shall not cure such breach or non-compliance or limit or otherwise affect the rights or remedies available hereunder to the Party party receiving such notice. Seller shall consult with Parent, and consider reasonable requests made by Parent, regarding the attachment of Seller Shares held by certain customers of Seller in connection with debt collection proceedings against such customers.